Exhibit 4.103

Agreement No. DDXY-2010014

Grid Connection and Dispatching 
Agreement

Between

Yunnan Nujiang Grid Co., Ltd.

And

Fugong Xineng Power Development Co., Ltd. 
of Yunnan Minfa Group

May 2010

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Grid Connection and Dispatching Agreement

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|This Grid Connection and Dispatching Agreement (hereinafter referred
 to as this Agreement) is entered into by the following parties:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                | 
|Party A: Yunnan Nujiang Grid Co., Ltd., a company which engages in
 the Grid operation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                | 
|Domicile: No. 65 Xiang Yang Nan Road, Liuku Town, Lushui County,
 Nujiang Prefecture.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                | 
|Party B: Fugong Xineng Power Development Co., Ltd. of Yunnan Minfa
 Group, a company which engages in the electricity generation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                | 
|Domicile: Shangpa Town, Fugong County.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                | 
|Whereas:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|(1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Party A operates and manages the Grid applicable for the operation of
 power plants, and has agreed the power plant of Party B to be connected with
 the Grid for operation in accordance with the provisions of this Agreement.                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                | 
|(2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Party B owns, operates and manages a power station with the total
 installed capacity of 18.9MW (Power Plant) in Shangpa Town, Fugong County,
 and has agreed such Power Plant to be connected with the Grid for operation
 in accordance with provisions of this Agreement.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                | 
|In order to ensure the safe, good and economical operation of the
 Grid, and keep both parties of this Agreement act properly during the process
 of the Grid connection and dispatch, in accordance with the national laws and
 regulations such as the Electricity Law of the Peoples Republic of China,
 Contract Law of the Peoples Republic of China, and Rules of the Grid
 Dispatching Management, as well as the relevant regulations and rules in the
 electricity industry such as the Regulations of Nujiang Grid Dispatching
 Management, and based on the principles of equality, voluntariness and good
 faith, Party A and Party B have, after consultations, made agreement as
 follows:

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|1   | Definitions and
 Interpretations                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                         
|1.1 | Unless the context otherwise requires, the terms used in this
 Agreement shall have the meanings as follows:                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                         
|    | 1.1.1 Dispatching Agency
 means the Dispatching Centre of Yunnan Nujiang Grid Co., Ltd. (Prefecture
 Dispatch). It is the dispatcher of the grids of 110KV or less of Nujiang
 Grid and a department of Party A which will organize, direct, instruct and
 coordinate the operation of the electricity system in accordance with laws.
|    |                                                                                                                                                                                                                                                                                                                                         
|    | 1.1.2Power Plant means
 the two power plants owned, operated and managed by Party B with the total
 installed capacity of 18.9MW, in Shangpa Town, Fugong County, including the
 generation facilities and all the ancillary equipments in the scope extended
 to the property demarcation point.                                       
|    |                                                                                                                                                                                                                                                                                                                                         
|    | 1.1.3 Connection Point means the point where
 the Power Plant is connected with the Grid.                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                         
|    | 1.1.4 Date of Initial Connection
 means the first date of the synchronized connection of the Power Plant
 (units) with the Grid.                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                         
|    | 1.1.5 Connection Application
 means the written application document submitted by Party B to Party A to
 request to have its Power Plant (units) connected with the Grid.                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                         
|    | 1.1.6 Connection Method means the method of the
 connection of the primary system between the Power Plant (units) and the
 Grid.                                                                                                                                                                                                        

2

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| | 1.1.7 AGCmeans
 Automatic Generation Control.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 1.1.8 AVCmeans
 Automatic Voltage Control.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 1.1.9 RTUmeans Remote
 terminal Unit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 1.1.10 PSSmeans Power
 System Stabilizer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 1.1.11 WAMSmeans
 Wide-area Measurement System.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 1.1.12 Split, for the
 purpose of this Agreement, means the discontinuity of the electric connection
 between the Grid and the power generation equipment which has been connected
 with the Grid for operation.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 1.1.13 Special Operation Mode
 means the operation arrangement which would make the wiring method of the
 Power Plant or the Grid different from the normal method in order to meet
 certain demand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 1.1.14 Available Capacity of Unit
 means the output of the unit in any time subject to the adjustment in
 consideration of the condition of the equipments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 1.1.15 Planned Outage
 means the status of the unit in the Power Plant during the period of planned
 inspection and standby, including the overhaul, maintenance, planned
 maintenance of the common system and the maintenance during the public
 holidays required by the dispatcher, eliminating defects during off-peak
 period and shutting off to be standby etc..                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 1.1.16 Unplanned Outage
 means the unavailability of the unit in the Power Plant without being the
 status of Planned Outage. Based on the emergency degree, the Unplanned Outage
 can be divided into the following 5 categories: the first is immediate
 outage; the second is the outage which can be delayed temporarily but must be
 exited within 6 hours; the third is the outage which can be delayed by 6 hours
 but must be exited within 72 hours; the fourth is the outage which can be
 delayed by 72 hours but must be exited prior to the next Planned Outage; and
 the fifth is the prolonged outage which exceeds the period of Planned Outage.            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 1.1.17 Forced Outage
 means the Unplanned Outage of the first, second and third categories under
 Clause 1.1.16 in together.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 1.1.18 Equivalent Unit Derated
 Hours means the equivalent outage hours of the unit derated hours
 calculated on the basis of the maximum capacity on the nameplate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 1.1.19 Equivalent Unplanned Outage
 Hours means the sum of the Unplanned Outage hours and the
 unplanned unit derated hours.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 1.1.20 Annual Planned Allowable
 Outage Hours means the planned allowable outage hours in any one
 year determined by Party A and Party B in consideration of the suggestions of
 the equipment manufacturer and the operation of the generation units of the
 Grid-connected Power Plant. The Annual Planned Allowable Outage Hours shall
 include both the Annual Planned Allowable Outage Hours in the year with
 overhaul and the Annual Planned Allowable Outage Hours in the year without
 overhaul.                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 1.1.21 Annual Equivalent Allowable
 Unplanned Outage Hours means the equivalent allowable unplanned
 outage hours in any one year determined by Party A and Party B in
 consideration of the suggestions of the equipment manufacturer and the
 operation of the generation units of the Grid-connected Power Plant. For the
 purpose of this Agreement, it only refers to the Unplanned Outage resulted by
 Party B. The Annual Equivalent Allowable Unplanned Outage Hours shall include
 both the Annual Equivalent Allowable Unplanned Outage Hours in the year with
 overhaul and the Annual Equivalent Allowable Unplanned Outage Hours in the
 year without overhaul.

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|    | 1.1.22 Daily Generation Dispatch
 Schedule Curve means the curve prepared by the Dispatching Agency
 on a daily basis to determine the output of the Power Plant during each time
 span of the next day.                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 1.1.23 Emergency means
 accidents occurred to the power grid, or material accidents occurred to the
 power generation and supply equipments; or power grid frequency or voltage
 exceeds the stipulated range; or the load for transmission or transformation
 exceeds stipulated value; or the capacity value of the trunk line exceeds the
 stipulated stability limit, or other events that may threaten safe operation
 of the power grid, jeopardize the stability of power grid, resulting in the
 collapse of the power grid, or power outage in a large area.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 1.1.24 Dispatching Regulations of
 Power System means the Regulations of Nujiang Grid Dispatching
 Management and the Regulations of Grid Dispatching Management established in
 accordance with the Rules of the Grid Dispatching Management, national
 standards and the industrial practises, in order to regulate the dispatch and
 operation of the power system in this area.                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 1.1.25 Party As Reason
 refers to the Party As request or liability, including the liability for the
 expansion of an accident resulting from the Party As failure to abide by the
 relevant state laws and regulations.                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 1.1.26 Party Bs Reason
 refers to the Party Bs request or liability, including the liability for the
 expansion of an accident resulting from the Party Bs failure to abide by the
 relevant state laws and regulations.                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 1.1.27 Power Purchase and Sale
 Contract means the contract entered in to by Party A and Party B
 in respect of the purchase and sale of the power generated from the Power
 Plant and the relevant business matters.                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 1.1.28 Force Majeure
 means any objective event that can not be foreseen, avoided and overcome,
 including volcano, twister, storm, mud-rock flow, mountainside slide, flood,
 fire, failure of the water input to meet the design standards, earthquake
 that exceeds the designed anti-earthquake standard, lightning, fog flashover,
 etc., as well as nuclear radiation, war, epidemic, riot, etc.                                                                                                                                                               
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|1.2 | Interpretation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 1.2.1 Headings in this Agreement are for convenience only and shall
 not in any event affect the interpretation of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 1.2.2 The appendices to this Agreement and the Agreement itself shall
 have the same legal effect.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 1.2.3 This Agreement shall have binding effect on the legal successor
 or assignee of either Party, provided otherwise agreed by the Parties.                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 1.2.4 Unless the context otherwise requires, year, month or day
 referred to in this Agreement shall all refer to the year, month or day of
 the Gregorian calendar.                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 1.2.5 Including in this Agreement means including but not limited
 to.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 1.2.6 The figures and both dates of a term in this Agreement shall be
 inclusive.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|2   | Representations of Each Party                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | Each Party represents to the other Party that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2.1 | It is an enterprise legally established and existing under the law,
 and has the power to execute and perform this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                        

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|2.2 | It has completed all procedures (including procedures for obtaining
 the requisite approvals, business license and power business permits, etc.,
 from the government) necessary for the execution and performance of this
 Agreement, which are legal and effective.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2.3 | As of the date of execution of this Agreement, no judgment, award,
 decision or any specific administrative action, which may have material
 adverse effects on the ability to perform this Agreement, has been declared
 or taken by any court, arbitration organ, administrative authorities or
 regulatory agencies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2.4 | It has completed all procedures for obtaining the internal
 authorizations necessary for the valid execution of this Agreement. The
 signatory of this Agreement shall be its legal representative or entrusted
 agent. Once this Agreement comes into force, it shall have legal binding
 effect on both Parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
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|3   | Obligations of Each Party                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
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|3.1 | Party As obligations shall include:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 3.1.1 abiding by the national laws and regulations, national
 standards and industrial standards, for purpose of the safety of the power
 system and operating in an efficient and economical manner, based on the
 technical features of the Power Plant, in accordance with the regulations and
 codes of Yunnan electric system, and based on the principles of equality,
 voluntariness and good faith, to carry out the centralized dispatch of the
 Power Plant;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 3.1.2 being responsible for the operation management, repair and
 maintenance, and technical transformation of the relevant equipments and
 facilities of the Grid it belongs to, in order to meet the ordinary operation
 need of the Power Plant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 3.1.3 as agreed by the Power Purchase and Sale Contract, and based on
 the actual operation of the Grid, preparing and providing in a timely manner
 to Party B the monthly power generation schedule, Daily Generation Dispatch
 Schedule Curve and the reactive power output curve (or voltage curve).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 3.1.4 making reasonable arrangements of the maintenance of the
 equipments of the Power Plant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 3.1.5 supporting and cooperating with Party B to carry out the
 technical transformation or factor adjustment on the relevant equipments;
 instructing and coordinating the dispatch and operation management related
 with the Grid by Party B; supervising, instructing and coordinating the
 relevant profession and business such as the electric equipment, measures on
 coordination of the generators and the Grid (including security automatic
 device, excitation system, speed control system, minimum output of a unit,
 leading phase operation capacity, primary frequency regulation, high
 frequency generator tripping as well as PPS, OPC, AGC and AVC etc.), power
 quality, reactive power, relay protection, electric energy metering system,
 power dispatching communication and dispatching automation etc. in the
 operation of Party B which matters the safe and stable operation of the Grid,
 and also providing necessary technical support.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 3.1.6 in accordance with the relevant regulations, reporting in a
 timely manner to Party B the information of the major defects of the
 equipments in the Grid which is related with Party B, and the capacity of the
 passageway of power transmission, and disclosing regularly the power
 dispatching information related with Party B.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 3.1.7 based on the demand of the operation of power system and the
 features of the equipments of Party B, amending in a timely manner the relevant
 rules and regulations according to proper procedures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 3.1.8 taking measures to prevent the accident which may affect the
 safe operation of the power system; carrying out regularly various specific
 and professional inspections which matters the safety of the Grid, devising
 the anti-failure measures as required, and formulating the plan for                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
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|    | the joint counter-accident exercise by the Grid and the Power Plant
 and organizing to implement such plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | 3.1.9 coordinating Party B with the investigation of the accident.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3.2 | Party Bs obligations shall include:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | 3.2.1 abiding by the national laws and regulations, national
 standards, industrial standards and the rules and regulations of Yunnan power
 system, and for purpose of the safety of the power system and operating in an
 efficient and economical manner, submitting to the unified power dispatching
 of the Dispatching Agency, and organizing reasonably the production of the
 Power Plant.                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | 3.2.2 organizing the real time production operation of the Power
 Plant in accordance with the instructions of the Dispatching Agency, and
 engaging the peak regulation, frequency regulation, voltage regulation and
 standby of the power system.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | 3.2.3 proposing the maintenance schedule of the equipments of the
 Power Plant, implementing the approved maintenance schedule and being
 responsible for the repairing and maintenance of the equipments, as required
 by the Dispatching Agency.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | 3.2.4 accepting the supervision, instruction and coordination in
 respect of business and technology by Party A in accordance with Clause
 3.1.5, and allocating the corresponding technological management and
 maintenance management personnel to coordinate with Party A.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | 3.2.5 carrying out in a timely manner the technical transformation or
 factor adjustment on the equipments as required, and submitting to Party A
 for filling (those which might be related with the safety of the Grid shall
 be subject to the consent of Party A).                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | 3.2.6 providing to Party A the information of operation and
 production of the equipments in the Power Plant, including the fuels and
 water condition etc. in a timely, accurate, objective and complete manner.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | 3.2.7 establishing the on-site operation regulations which conform to
 the rules and regulations of power system of Party A and submitting to Party
 A for filling.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | 3.2.8 taking measures to prevent the accident which may affect the
 safe and stable operation of the power system and avoid the failure
 propagation; coordinating with Party A to carry out regularly various
 specific and professional inspections which matters the safety of the Grid,
 and implementing the anti-failure measures proposed during the inspection.
 Where the Dispatching Agency has specified the anti-failure measures or other
 safety requirements of the power system, Party B shall implement, operate and
 maintain as required. Party B shall submit the relevant documents in respect
 of safety measures for filling, and attending the joint counter-accident
 exercise organized by the Dispatching Agency.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | 3.2.9 coordinating with Party A to investigate the accident of the
 Grid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4   | Conditions of Grid Connection                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|4.1 | The primary and secondary equipments of Party B shall conform to the
 national standards, the power industrial standards and other relevant
 regulations, have been installed and commissioned in accordance with the
 design requirements examined and approved by the authorized organization, and
 accepted through the infrastructure procedures set out by the state; with the
 normal Grid connection operation mode being specified, the relevant factors
 being matched reasonably, and the setting value of the equipments being set
 in accordance with the requirements, which has been qualified for the
 connecting with the Party As Grid and accepting the centralized dispatch of
 the Dispatching Agency.                 
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|4.2 | The relay protection and security automatic device in the Power Plant
 (including the excitation system, PPS and speed control system) shall conform
 to the national standards, the power                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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|     | industrial standards and other relevant regulations, have been
 installed and commissioned in accordance with the design requirements
 examined and approved by the authorized organization, accepted through the
 infrastructure procedures set out by the state, and conform to the relevant
 provisions of Clause 10 of this Agreement;                                                                                                                                                                                                                                                                             
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|4.3  | The dispatching automation facilities in the Power Plant (including
 AGC and AVC) shall conform to the national standards, the power industrial
 standards and other relevant regulations, have been installed and
 commissioned in accordance with the design requirements examined and approved
 by the authorized organization, accepted through the infrastructure
 procedures set out by the state, and conform to the relevant provisions of
 Clause 11 of this Agreement;                                                                                                                                       
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|4.4  | The dispatching communication facilities in the Power Plant shall
 conform to the national standards, the power industrial standards and other
 relevant regulations, have been installed and commissioned in accordance with
 the design requirements examined and approved by the authorized organization,
 accepted through the infrastructure procedures set out by the state, and
 conform to the relevant provisions of Clause 12 of this Agreement;                                                                                                                                                             
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|4.5  | The power energy metering device has been configured in accordance
 with Technical Administrative Code of Electric Energy Metering (DL/T
 448-2000) and passed the test and acceptance organized jointly by both
 Parties.                                                                                                                                                                                                                                                                                                                                                                                             
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|4.6  | The secondary system of the Power Plant has taken the security and
 protection measures in accordance with the Regulations on the Security and
 Protection for the Electric Secondary System (Order No. 5 of the Sate
 Electricity Regulatory Commission), and with the admission of the Dispatching
 Agency, qualified for the operation.                                                                                                                                                                                                                                                                             
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|4.7  | All the necessary regulations on operation and maintenance of the
 Power Plant and the relevant management systems have been established, in
 which the part related with the safety of the Grid shall be consistent with
 the security management regulations of the Grid.                                                                                                                                                                                                                                                                                                                                            
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|4.8  | The operation on-duty personnel of the Power Plant shall accept the
 pre-job training by the Dispatching Agency and obtain the qualification
 certificate to accept the dispatching instructions in accordance with the
 Rules of the Grid Dispatching Management and relevant regulations.                                                                                                                                                                                                                                                                                                                            
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|4.9  | The corresponding primary and secondary equipments operated by Party
 A and Party B shall conform to the national standards, the power industrial
 standards and other relevant regulations, have been installed and
 commissioned in accordance with the design requirements examined and approved
 by the authorized organization, and accepted through the infrastructure
 procedures set out by the state; with the relevant factors being matched
 reasonably, and the setting value of the equipments being set in accordance
 with the requirements, which has been qualified for the connection and
 operation.
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|4.10 | In respect of the Emergency which might occur following the connection
 of the Power Plant with the Grid, both Parties have devised the corresponding
 anti-failure measures and reported to the other Party for filling.                                                                                                                                                                                                                                                                                                                                                                                              
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|4.11 | The water regime measuring and forecasting system has been connected
 with the hydropower dispatching automation system of the Dispatching Agency
 and is available for the real-time transmission of the information of water
 and rainfall of the Power Plant.                                                                                                                                                                                                                                                                                                                                                       
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|5    | Application for Grid Connection and Acceptance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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|5.1  | The connection of Party Bs Power Plant with the Grid must be applied
 to Party A and be carried out in the required method following acceptance of
 Party A.                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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|5.2  | Application for Grid Connection                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
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|     | Party B shall submit the application for Grid connection to
 Dispatching Agency 15 days prior to the Date of Initial Connection of the
 Power Plant (unit). The application for Grid connection shall include the
 basic information of the equipments for this Grid connection, the acceptance,
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|    | the commission plan and schedule of the Power Plant (unit) for Grid
 connection etc. with all the documents set out in Clause 5.5 of this
 Agreement attached.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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|5.3 | Acceptance of the Application                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
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|    | Following receiving the application for Grid connection by Party B,
 the Dispatching Agency shall examine such application pursuant to Clause 4 of
 this Agreement and other relevant regulations, reply Party B in a timely
 manner, and such reply shall not be delayed unreasonably.                                                                                                                                                                                                                                                                                                                                                                                                  
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|    | 5.3.1 Where the documents provided in the application for Grid
 connection are proper, Party A shall confirm upon receipt of the application
 for Grid connection.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
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|    | 5.3.2 Where the documents provided in the application for Grid
 connection are improper, Party A shall be entitled to refuse to confirm, but
 it shall notify Party B the reasons why it did not confirm within 5 days upon
 receipt of the application for Grid connection.                                                                                                                                                                                                                                                                                                                                                                                                             
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|5.4 | Upon confirmation of the application for Grid connection, both
 Parties shall make arrangements in respect of the specific matters of the
 Grid connection of the Power Plant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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|    | 5.4.1 Party A shall provide the power system data related with the
 Power Plant prior to the agreed Date of Initial Connection, including the
 setting value (or limit) of relay protection of the Grid relevant with the Power
 Plant and the setting value (or limit) of relay protection and security
 automatic device of the Power Plant related with the Grid.                                                                                                                                                                                                                                                                                                                     
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|    | 5.4.2 The name list of the contact persons (including the personnel
 with rights to order dispatch, operation mode personnel, unit and Grid
 coordination personnel, relay protection personnel, automation personnel and
 communication personnel etc.) and their contact information shall be provided
 to Party B.                                                                                                                                                                                                                                                                                                                                                                    
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|    | 5.4.3 Party B shall submit the Grid connection commission project and
 commission schedule in accordance with the requirement of Party A within 5
 days upon reception of the confirmation of the notice, and agree the specific
 date and procedure of the first Grid connection with the Dispatching Agency.
 Party B shall simultaneously provide the name list of the on-duty personnel
 who is available for accepting the dispatching orders and their contact
 information, and the name list of the operation mode personnel, unit and Grid
 coordination personnel, relay protection personnel, automation personnel and
 communication personnel and their contact information.
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|    | 5.4.4 Party A shall confirm in writing the Grid connection commission
 project and commission schedule of the unit submitted by Party B prior to the
 Date of Initial Connection of the Power Plant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|5.5 | Party B shall provide to Party A the accurate Chinese materials 90
 days prior to the Date of Initial Connection of the Power Plant (unit) (while
 the factors need to be measured during the start-up of the Grid connection
 may be provided within 30 days following the Grid connection of the unit, and
 the on-site operation regulations may be provided 7 days prior to the Grid
 connection) which include:                                                                                                                                                                                                                                                                     
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|    | (1) the technical specifications, technical parameters and measured
 parameters (including the zero sequence impendance parameters of the main
 transformer) of the main equipments such as the power generator (including
 the speed control and excitation system) and the main transformer etc. which
 are necessary for the load flow and stability calculation and the setting
 calculation of the relay protection.                                                                                                                                                                                                                                                                
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|    | (2) the documents such as the drawings (including the drawing of the
 whole set of protection of the power generator and the transformer) and the
 specifications etc. of the relay protection and the security automatic device
 related with the operation of the Grid.                                                                                                                                                                                                                                                                                                                                                                                                                
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|    | (3) the documents such as the technical specifications and technical
 parameters of the dispatching automation equipments related with Party A, the
 telecontrol information of the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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|    | Power Plant (including the transformation ratio and the telemetering
 value of the current transformer and potential transformer), the relevant
 data of the power energy metering system of the Power Plant and the water
 regime measuring and forecasting system, and the relevant plan and technical
 data of the safety measures of the computer system of the Power Plant.                                                   
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|    | (4) the documents such as the drawing of the communication
 engineering and the technical specifications of the equipments interconnected
 or related with the communication network of Party A etc.                                                                                                                                                                                                                               
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|    | (5) the technical specifications and drawing of the excitation system
 and PSS device (designed and measured parameters), under excitation
 limitation, loss of excitation and out of step protection, as well as the
 dynamic monitoring system.                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (6) the technical specifications and drawing of the unit speed
 control system (designed and measured parameters). The start-up and shut-down
 curve and the rate of the increase and decrease of the load, the designed
 minimum technical output of the units and the vibration zone of the
 hydroelectric units, the AGC and AVC of the units, and the relevant
 parameters and data of the primary control.                    
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|    | (7) other key technical specifications, technical parameters and the
 measured parameters related with the operation of the Grid.                                                                                                                                                                                                                                                                                                  
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|    | (8) the regulations of the on-site operation.                                                                                                                                                                                                                                                                                                                                                                                      
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|    | (9) electrical wiring diagram.                                                                                                                                                                                                                                                                                                                                                                                                     
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|    | (10) the measures intended to guarantee the service power of the
 plant which could meet the security requirements of the Grid.                                                                                                                                                                                                                                                                                                    
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|6   | Grid Connection and Dispatching during the Commissioning
 Period                                                                                                                                                                                                                                                                                                                                                                   
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|6.1 | Party B shall conduct grid connection commissioning of the Power
 Plant in accordance with the commissioning projects and the commissioning
 schedule confirmed by the Party A.                                                                                                                                                                                                                                                    
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|    | 6.1.1 The commissioning operation unit of the Power Plant shall be
 deemed as grid connection operation equipment, and shall be integrated into
 the power system for unified operation and management and subject to unified
 dispatch.                                                                                                                                                                                           
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|    | 6.1.2 The Power Plant shall formulate a detailed schedule for the
 commissioning of the units connected to grid in accordance with the
 commissioning projects and the commissioning schedule confirmed by the Party
 A, and report to the Dispatching Agency unit by unit on the basis of the
 progress of the commissioning (may also report the commissioning of all units
 all at once if consented by the Dispatching Agency).
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|    | 6.1.3 Detailed operation of the grid connection commissioning shall
 strictly follow the dispatch instructions.                                                                                                                                                                                                                                                                                                                    
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|    | 6.1.4 When operating the equipment wholly owned by the Power Plant
 that may jeopardise the grid, the Power Plant must notify the Dispatch Agency
 to make preparations against any possibility of an accident and strictly
 follow the commissioning schedule.                                                                                                                                                                    
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|    | 6.1.5 The commissioning unit must undergo the following tests and
 reach the relevant technical indicators and meet the designing requirements;                                                                                                                                                                                                                                                                                    
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|    | (1) field test of the modular parameters of the excitation system and
 the speed regulation system;                                                                                                                                                                                                                                                                                                                                
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|    | (2) PSS on-spot test;                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (3) Primary frequency regulation, test of AGC within the Power Plant
 and test of AGC connected to the unit;                                                                                                                                                                                                                                                                                                                       

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|    | (4) Test of leading phase capability, minimum technical output and
 test of unit vibration area.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | The grid connection unit must pass the tests set out in (1), (2) and
 (3) above, and may conduct a full-load commissioning only when approved by
 the Dispatch Agency. Tests set out in (4) must be completed in the period of
 3 months of operation, and a test report must be submitted to the Dispatch
 Agency as scheduled.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | 6.1.6 The full-load commissioning of the unit must be conducted by
 following relevant norms, and the results must be examined and approved by a
 relevant quality supervisory agency.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
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|6.2 | Party A shall assist Party B in its grid connection commissioning.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
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|    | 6.2.1 Party A shall formulate a special dispatch schedule according
 to the requirements of the Power Plant and the conditions of the grid
 (including Emergency addressing measures), rationally arrange the
 commissioning projects and the commissioning schedule; and notify the Power
 Plant about the commissioning schedule before the commissioning;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | 6.2.2 The two Parties may, after consultations, adjust the
 commissioning schedule in a rolling manner in accordance with the progress of
 the unit commissioning and the grid operation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|7   | Dispatching Operation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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|7.1 | The Power Plants operator on duty must strictly follow the
 dispatching instructions of the dispatcher on duty of the Dispatching Agency.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|    | 7.1.1 The Power Plant must promptly and accurately carry out the
 dispatching instructions of the Dispatching Agency, and must not refuse, or
 delay the implementation of, the instruction on any excuse. If the Power
 Plants operator on duty believes that the dispatching instruction is
 incorrect, he or she must immediately report the same to the dispatcher who
 gives such dispatching instruction. When the dispatcher conforms and
 re-issues the same instruction, the operator must implement the instruction.
 If implementation of that instruction will truly endanger personal, grid or
 equipment safety, he or she should refuse the instruction, simultaneously
 give his or her reasons for the refusal and propose an amendment to the
 dispatcher who gives the instruction, and simultaneously report the same to
 his or her immediate superiors.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | 7.1.2 For the equipment used for direct dispatching by the
 Dispatching Agency, the Power Plant must strictly abide by relevant
 dispatching operation rules, operate such equipment according to the
 dispatching instructions, truthfully report the actual on-spot situation and
 answer any query raised by the Dispatching Agencys dispatcher on duty.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|    | 7.1.3 For the equipment, operation of which needs the permission of
 the Dispatching Agency, the Power Plants operator on duty must obtain
 consent of the Dispatching Agencys dispatcher on duty before operating such
 equipment. Only when the consent is obtained, may the operator operate the
 equipment in accordance with the Dispatching Regulations of Power System and
 the Power Plant On-sport Operation Regulations.                                                                                                                                                                                                                                                                                                                                                                                                                                          
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|7.2 | The Dispatching Agency shall arrange the Daily Generation
 Dispatch Schedule Curve of the Power Plant in a reasonable manner in
 accordance with relevant requirements. In operation, the dispatcher may
 appropriately moderate the Daily Generation Dispatch Schedule Curve according
 to actual operation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
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|7.3 | If the Power Plants equipment operates in an abnormal manner,
 the Power Plant shall act in accordance with the provisions of the
 Dispatching Regulations of Power System.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|7.4 | The Dispatching Agency shall arrange the Power Plant to
 participate in the peak regulation, frequency regulation, voltage regulation
 and reserve in a safe, efficient, economical manner and in the principle that
 the regulation range of the units of the same grid and same type in terms of
 technical conditions should be, by and large, the same, while in consideration
 of the grid structure and the electrical technology level of the Power Plant.                                                                                                                                                                                                                                                                                                                                                                                                             

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|    | 7.4.1 Peak regulation                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | The Power Plant shall participate in the peak regulation of the power
 system in accordance with Nujiang Grid Dispatching Administration
 Regulations, and the capacity of the unit. The range of regulation shall meet
 the designing standard.                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 7.4.2 Frequency regulation                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | The Power Plant shall participate in the frequency regulation of the
 power system in accordance with the requirements set out in the Nujiang Grid
 Dispatching Administration Regulations.                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | The setting parameters and the response speed of the units capacity
 shall meet the requirements for safe grid operation, and shall be set by the
 Dispatching Agency according to the units properties and testing results.
 Once set, Party B must not change them without authorization. The entry or
 exit of the AGC of the unit shall follow the dispatching instructions.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                   
|    | 7.4.3 Voltage regulation                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | The Power Plant shall operate in accordance with the reactive
 capacity curve (or voltage curve) issued by the Dispatching Agency so as to
 ensure that the operation of the bus of the Power Plant is in the prescribed
 scope. If the Power Plant has lost its control of voltage, it shall
 immediately report it to the dispatcher on duty of the Dispatching Agency.         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                   
|    | 7.4.4 Reserve                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | The Power Plant shall keep a certain proportion of the spinning
 reserve capacity as required by the Dispatching Agency. When the spinning
 reserve capacity is insufficient to meet the requirement of the Dispatching
 Agency, it shall immediately report the same to the dispatcher on duty of the
 Dispatching Agency.                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                   
|7.5 | If Party A occurs any special operation mode as a result of equipment
 upgrading or any other reasons, which may affect the normal operation of the
 Power Plant, the Dispatching Agency shall notify the Power Plant the relevant
 solution in advance, and implement the agreed solution.                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                   
|7.6 | If Party B occurs any special operation mode as a result of equipment
 upgrading or any other reasons, which may affect the normal operation of the
 grid, it shall notify the Dispatching Agency the relevant amendment solution
 in advance, and implement the agreed solution.                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                   
|7.7 | The Dispatching Agency shall regularly organize power plants
 connected to the grid to attend grid dispatching operation meetings to
 analyse the grid operation, estimate new developments of the power system,
 report the implementation of the grid safety technology measures, discuss and
 address major issues concerning the operation of the power system. Party B
 shall report the operation of the Power Plant and implementation of the
 safety technology measures of the Power Plant.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                   
|7.8 | Party A and Party B shall exchange the name lists of personnel on
 duty. In case of any change of such personnel, the Party concerned shall
 notify the other in writing 5 days prior to the change.                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                   
|8   | Power Generation Schedule                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                   
|8.1 | Party B shall submit a power generation schedule of the year, month,
 public holidays or the special operation mode in accordance with the signed
 Power Purchase and Sale Contract, actual conditions of the Power Plant as
 well as the following requirements:                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                   
|    | (1) Party B shall submit to Party A a proposal of the power
 generation schedule of the next year 15 days prior to the first connection of
 the unit to the grid, and before October 31 of each of subsequent years.                                                                                                                                                                                                                                                                                

11

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | (2) Party B shall submit to Party A a proposal of the power
 generation schedule of the next month before 20th of each month.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (3) Party B shall submit to Party A a proposal of the power
 generation schedule of the period of occurrence of the special operation mode
 3 days before the occurrence of the special operation mode.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8.2 | Party A shall notify Party B its power generation schedule of the
 next month before 28th of each month.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8.3 | Pursuant to the monthly power generation schedule formulated in
 accordance with Clause 8.2, actual grid conditions and the data provided by
 the Power Plant (the Power Plant must declare to the Dispatching Agency the
 maximum Available Capacity of Unit and changes of the Available Capacity of
 Unit of the next day before 11:00 each day; it shall also report any defect
 or breakdown which affects the capability of the power generation equipment,
 as well as the adoption of AGC in the unit), the Dispatching Agency shall
 formulate the Daily Generation Dispatch Schedule Curve of the next day of the
 Power Plant and issue such Daily Generation Dispatch Schedule Curve to the
 Power Plant before 18:00 each day.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8.4 | The Power Plant shall strictly implement the Daily Generation
 Dispatch Schedule Curve (including temporary amendment to the curve by the
 dispatcher on duty) and the dispatching instructions issued by the
 Dispatching Agency, timely adjust the active output of the unit, and arrange
 its production.                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9   | Equipment Maintenance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.1 | The maintenance of the equipments in the Power Plant for Grid
 connected operation shall be carried out as scheduled.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | 9.1.1 Party B shall submit the proposed annual, monthly, holiday and
 special operation mode equipment maintenance schedules to the Dispatching
 Agency upon provision of the proposed annual, monthly, holiday and special
 operation mode power generation schedules to Party A.                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | 9.1.2 Following mutual consultations between both Parties, the
 Dispatching Agency shall incorporate the equipment maintenance schedule of
 the Power Plant into the annual, monthly, holiday and special operation mode
 maintenance schedule of the power system.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (1) The Power Plant shall be notified of the certified annual
 equipment maintenance schedule of the Power Plant for the next year prior to
 31 December each year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (2) The Power Plant shall be notified of the certified monthly
 equipment maintenance schedule of the Power Plant for the next month prior to
 the 28th day of each month.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (3) The Power Plant shall be notified of the special operation mode
 equipment maintenance schedule prior to the occurrence of the special
 operation mode.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.2 | If the Power Plant needs to eliminate the defects during the
 valley period of load, it shall apply in advance to the Dispatching Agency,
 and the Dispatching Agency shall try to arrange it in consideration of the
 conditions of the Grid and amend the daily power generation schedule curve in
 a timely manner.                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.3 | Application for Maintenance and Reply                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | The Power Plant shall submit the application for maintenance to the
 Dispatching Agency in advance, and the actual maintenance of the equipments
 in the Power Plant shall not commence until the approval is obtained.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | The application for maintenance shall be submitted to the Dispatching
 Agency in accordance with the relevant regulations prior to the commencement
 of the actual maintenance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|9.4  | In respect of the equipment maintenance which has obtained the
 approval, it shall not commence until the on-duty dispatcher agrees prior to
 the change of the status of the equipment. If the equipment maintenance has
 been completed, the status shall not be changed until the permission of the
 on-duty dispatcher is obtained. Party B shall complete the maintenance
 strictly in accordance with the approved maintenance schedule.                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | 9.4.1 Where the Power Plant fails to carry out the maintenance as
 scheduled due to its own reasons, it shall apply to the Dispatching Agency
 for amending the maintenance schedule prior to 3 business days upon the
 scheduled commencement of the maintenance. The Dispatching Agency shall
 adjust the maintenance schedule reasonably in consideration of the operation
 of the Grid. Where it could be arranged, the Power Plant shall be notified of
 the adjusted maintenance schedule in advance; where it could not be arranged
 indeed, the Power Plant shall make all its efforts to implement as the
 originally scheduled, otherwise, the Dispatching Agency will not in principle
 arrange another scheduled maintenance in the same year.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | 9.4.2 Where the maintenance needs to be postponed, the Power Plant
 shall apply to the Dispatching Agency for handling the procedures to postpone
 the maintenance prior to the end of the first half of the approved
 maintenance period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | 9.4.3 Where the Power Plant fails to carry out the maintenance as
 scheduled due to the demand of the operation of the power system, the
 Dispatching Agency shall negotiate with the Power Plant in advance, to adjust
 the maintenance schedule and notify the Power Plant. If the unit must operate
 in the extended term of service, both Parties shall negotiate to work out the
 emergency measures in respect of the Emergency which could occur during the
 operation of the unit in the extended term of service, and the procedure of
 changing into the status of maintenance and then handle in accordance with
 the relevant regulations.                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|9.5  | If the maintenance of the primary equipments of the Grid affects the
 output of the Power Plant, it shall be coordinated with the maintenance (or
 shutdown and standby) of the equipments in the Power Plant as much as
 possible.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|9.6  | The Dispatching Agency shall reasonably arrange the maintenance of
 the secondary equipments of the Grid and the Power Plant such as relay
 protection and security automatic device, power dispatching automation and
 power dispatching communication system etc. in its jurisdiction of
 dispatching. In principle, the maintenance of the secondary equipments shall
 not affect the normal operation of the primary equipments. Otherwise, it
 shall be coordinated with the maintenance of the primary equipments as much
 as possible.                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|9.7  | Upon completion of the maintenance of the equipments, the Power Plant
 shall report to the Dispatching Agency in a timely manner and resume the
 operation of the equipments in accordance with the regulations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|9.8  | Where the maintenance of the equipments in the Power Plant has not be
 carried out as scheduled, it shall be tallied and assessed in accordance with
 Unplanned Outage.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10   | Relay Protection and Security Automatic Device                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.1 | The Dispatching Agency of Party A shall be responsible for the
 dispatching management of the relay protection and security automatic device
 in its jurisdiction of dispatching, and carry out the following work:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (1) upon the occurrence of the tripping of the relay protection and
 security automatic device, coordinating with Party B to analyze and handle
 the accident.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (2) upon the occurrence of the false tripping or defect of the relay
 protection and security automatic device, urging, instructing and
 coordinating Party B to handle in a timely manner.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (3) instructing and coordinating with the Power Plant in respect of
 the setting and operation related with the relay protection and security
 automatic device.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.2 | Party B shall be responsible for the operation management of the
 relay protection and security automatic device which belong to it, and carry
 out the following work:                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (1) being responsible for the calculation of setting and operation
 maintenance of the relay protection and security automatic device which
 belong to the Power Plant, analyze and assess the tripping of the device and
 report to the Dispatching Agency.                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (2) commissioning, verifying and maintaining the relay protection and
 security automatic device which belong to it, in order to keep them
 conforming to the technical requirements of the device and the requirements
 of setting, and keep the complete commission report and record.                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (3) The relay protection and security automatic device related with
 the operation of the Grid must conform to the requirements of the Grid, and
 the model selection of the relevant equipments shall obtain the consent of
 the Dispatching Agency.                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (4) If the status of the relay protection and security automatic
 device of Party A has changed, the Power Plant shall change the setting value
 and operation status of the relay protection and security automatic device
 which belong to it in a timely manner in accordance with the requirements of
 the Dispatching Agency.                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (5) upon the occurrence of the tripping of the relay protection and
 security automatic device in the Power Plant, Party B shall report to the
 on-duty personnel of the Dispatching Agency in a timely manner and analyze
 and handle in accordance with the regulations, submit the relevant documents
 to the Dispatching Agency and coordinate with it to analyze and handle the
 accident in accordance with its requirements.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (6) upon the occurrence of the false tripping or defects of the relay
 protection and security automatic device, Party B shall report to the on-duty
 personnel of the Dispatching Agency in a timely manner, handle in accordance
 with the regulations, analyze the reasons and take the counter measures, as
 well as submit the relevant issues in writing to the Dispatching Agency.                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (7) implementing strictly the anti-failure measures of the relay
 protection and security automatic device required by Party A.                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (8) completing the operation analysis report of the relay protection
 (including the circuit protection, transformer protection, generator
 protection and bus protection etc.) and security automatic device of the
 Power Plant in the previous month prior to the 5th business day of each
 month, and providing to the Dispatching Agency.                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.3 | In order to improve the stability of the power system, both Parties
 shall update and renovate the equipments in a timely manner.                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | 10.3.1 The renovation of the relay protection and security automatic
 device shall be coordinated with each other to ensure the compatibility of
 the equipments of both Parties.                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | 10.3.2 The renovated equipment must be commissioned and accepted, and
 put into operation in accordance with the established procedure upon
 confirmation of acceptability.                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.4 | The relay protection and security automatic device of Party B shall
 meet the following key indicators (with no considerations of the false
 tripping and rejection):                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (1) The completion rate of verification of the relay protection and
 security automatic device required to be verified shall be 100%;                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (2) The in-service rate of the circuit fast protection, bus
 differential protection and the security automatic device shall be 100%;                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (3) The hit rate of the operation of all protections > 99.63%;                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (4) The intact fault recording rate shall be 100%.                                                                                                                                                                                                                                                                                                                                                                                 

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|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.5 | Both Parties shall appoint separately the personnel to be
 responsible for the operation and maintenance of the relay protection and
 security automatic device, to ensure the normal operation of the relay
 protection and security automatic device.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|11   | Dispatching Automation and Power Energy Collecting Device                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|11.1 | Party A, the Dispatching Agency, shall be responsible for the
 management of the dispatching automation system and conducting the following
 work within its scope of authorization in respect of the dispatching work:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (1) supervising the reliability of the operation of the dispatching
 automation system, monitoring the operation of the power energy automation
 system, assisting Party B with its investigation of any accident; urging,
 guiding and coordinating with Party B in addressing any defects of the
 automation equipment;                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (2) providing conditions for connection of the automation signals of
 the Power Plant in accordance with designing requirements;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (3) promptly and accurately transmitting the relevant signals of the
 system to the dispatching automation system of the Power Plant;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (4) analysing the cause of any breakdown of the dispatching
 automation system in a timely manner and taking prevention measures;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (5) urging, guiding the implementation of the Regulations on the
 Safety and Protection of the Second System of the Power Energy issued by the
 State Electricity Regulatory Commission.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|11.2 | Party B shall be responsible for the operation and maintenance of the
 dispatch automation and the electricity measuring equipment on the end of the
 Power Plant and conduct the following work:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (1) The remote terminal data and the electric quantity measurement
 data of the Power Plants RTU, computer monitoring system, electric quantity
 collecting and transmission device shall be transmitted to the relevant
 dispatching automation system and the electric quantity measurement system in
 accordance with the transmission regulations. The electric quantity
 measurement system shall pass the tests conducted by a qualified inspector
 acceptable to both Parties so as to ensure the correct transmission of the
 data. The data collecting times and accuracy of the real-time information of
 the operation of the equipment of the Power Plant shall satisfy the operation
 requirements of relevant regulations and the Dispatching Agency.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (2) Party B shall satisfy Party As requirements in respect of the
 collection and application of the information of the protection (breakdown)
 information system, water adjustment automation system, WAMS system, etc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (3) Party B shall collect the following automation information and
 transmit the same directly to Party A:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 1) Remote monitoring signals                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Active power, reactive power, current, voltage, power factor of the
 line; active power, reactive power, current, voltage of the two sides of the
 transformer; active power, reactive power, current, voltage, frequency of the
 terminal of the unit; reactive power and current of the capacitor and the
 reactor (set); voltage and frequency of various section of the bus; the upper
 limit of the output of each unit; the lower limit of the output of each unit;
 response speed rate of each unit; returned value of the target fixed value of
 each unit or the whole plant.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 2) Remote communication signals                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

15

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | General signal of accident of the Power Plant; signals of the
 locations of all breakers, isolation switch, grounding switch; action SOE of
 the breaker of the whole plant; signals of PSS in service and out of service;
 primary frequency regulation in service and out of service; signals of
 increase, close or lockup of the load of each unit or the whole plant;
 whether the AGG is allowed to be in service in DCS system of the unit.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 3) Remote regulation signals                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Control value of AGC real-time points (single unit / whole plant
 control mode).                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (4) Party B shall timely analyze the causes of the breakdown of its
 dispatching automation and relevant systems, take prevention measures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (5) Party B shall assist Party A with its dispatching of automation,
 and operation and maintenance of relevant systems, cooperate with Party A
 with its investigation of an accident.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (6) The computer monitoring system of the Power Plant must be in
 compliance with the Regulations on the Safety and Protection of the Second
 System of the Power Energy issued by the State Electricity Regulatory
 Commission.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (7) When the Power Plant (unit) equipped with AGC participates in the
 grids power generation control, the AGC instructions issued by the
 Dispatching Agency shall be able to be transmitted correctly to the AGC
 system of the Power Plant through the Power Plants RTU or the computer
 monitoring system.                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (8) A new unit must complete AGC function test and the system commissioning
 during the grid connection commissioning period, and be subject to the AGC
 control of the Dispatching Agency after the end of such commissioning.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (9) The remote terminal equipment connected to Party As automation
 system and the monitoring system shall satisfy the relevant technical
 requirements of the dispatching automation raised by Party A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (10) The kilowatt-hour meters at the electric quantity measurement
 gateway must have a main back-up meter (0.2S class) as required by the Power
 Plants on-grid circuit. If a unit needs more than 3 kilowatt-hour meters
 according to the rule of installation standard for a single meter (0.5S
 class), the electric quantity collecting device and the kilowatt-hour meter
 that meet the requirements of Party A in terms of models shall be installed,
 and shall also satisfy the requirements and conditions for connecting the
 same to Party As electric quantity collecting system. Party B shall be
 responsible for the communication channel for the collected electric quantity
 data as required by Party A, and bear the costs for its operation.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (11) Party B shall conduct a transmission test on the collected
 signals of remote terminals and remote communications (breakers, isolating
 switches) at a fixed date each year in conjunction with the overhaul plan of
 the Power Plant, and regularly calibrate the collected volume of remote
 terminal and remote communication signals. After the test, Party B shall
 submit the testing report to the Dispatching Agency.                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (12) The monitoring system of the hydroelectric plant shall be able
 to receive the daily power generation dispatching schedule issued by Party
 As dispatching office.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (13) Party B shall submit the statement of the previous month to the
 Dispatching Agency as required on the 3rd day of each month. Party A shall
 assess responsible entity in accordance with relevant rules and regulations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|11.3 | Both Parties shall conduct maintenance of the automation equipment in
 accordance with the Regulations of Nujiang Grid Dispatching Management, and
 must not wilfully withdraw or cease such equipment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

16

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|     |                                                                                                                                                                                                                                                                                                                                                                  
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|11.4 | The Power Plants RTU, computer monitoring system, electric quantity
 collecting and transmission device shall meet the following major operation
 indicators:                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                  
|     | (1) The availability rate (month) of the remote terminal stations of
 the RTU or the computer monitoring system must be 99.8% or more.                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                  
|     | (2) The monthly qualified rate of the remote monitoring must be 98%
 or more.                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                  
|     | (3) The monthly qualified rate of the remote communication must be
 100%.                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                  
|     | (4) The success rate of the remote control or remote regulation of
 the station must be 100%.                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                  
|     | (5) The availability rate of the remote electric quantity collecting
 device must be 100%.                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                  
|     | (6) The availability rate of the unit AGC must be 98% or more; the
 in-service rate of the hydroelectric unit AGC must be 98% or more.                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                  
|11.5 | Each Party shall appoint a dedicated person(s) to be in charge of the
 operation and maintenance of its own dispatching automation system, and
 ensure the normal operation of such automation system.                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                  
|12   | Dispatching Communication                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                  
|12.1 | Party A shall be responsible for the operation and maintenance of the
 dispatching communication system at the dispatching terminal, and conduct the
 following work:                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                  
|     | (1) supervising the reliability of the operation of the dispatching
 communication system, be responsible for monitoring and regulation of the
 operation of the communication system, and coordinating in case of any
 material issue arising in operation;                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                  
|     | (2) be responsible for the operation and maintenance of the
 communication equipment and line at the end of dispatching terminal;                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                  
|     | (3) analysing the cause of any breakdown of the dispatching
 communication system in a timely manner and taking prevention measures;                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                  
|     | (4) urging, guiding and coordinating the operation and maintenance of
 Party Bs dispatching communication system, and assisting Party B with its
 investigation of any accident.                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                  
|12.2 | Party B shall be responsible for the operation and maintenance of the
 dispatching communication system at the terminal of the Power Plant, and meet
 the following requirements:                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                  
|     | (1) be responsible for the operation and maintenance of the
 dispatching communication system at the terminal of the Power Plant, and
 guarantee its reliable operation; conducting statistical analysis of the
 operation, assessment of the operation, and submitting the statement to Party
 A on a monthly basis;                                            
|     |                                                                                                                                                                                                                                                                                                                                                                  
|     | (2) analysing the cause of any breakdown of the dispatching
 communication system in a timely manner and taking prevention measures;                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                  
|     | (3) assisting Party A with its operation and maintenance of the
 dispatching communication system, abiding by Party As dispatching
 instructions, and assisting Party A with its investigation of any accident.                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                  
|12.3 | Party Bs communication equipment for the connection to the power
 communication network of Party A shall be identical in terms of model and
 figuration, and obtain Party As approval. Technical proposal may be adopted
 for connection to the power communication network only when it has been
 approved by Party As department in charge of communication.

17

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|12.4 | The carrier frequency, wireless radio frequency of Party B must be
 the same as that of power communication network of Party A; Party B must
 apply to Party A for the use of the same, and may use them only when they are
 approved and given written consent by Party A.                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|12.5 | Both Parties shall have alternative communication system, and ensure
 the smooth transmission of communications between the grid and the Power
 Plant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|12.6 | Party Bs dispatching communication system shall reach the following
 major operation indicators: 1) The operation rate of the optical
 communication equipment must be 99.98% or more.2) The operation rate of the
 dispatching exchange equipment must be 99.85% or more.3) The operation rate
 of the carrier equipment must be 99.93% or more.4) The inadequacy rate of
 equipment must be 100%.5) The operation rate of the network equipment must
 be 99.99% or more.                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|12.7 | Each Party shall appoint a dedicated person(s) to be in charge of the
 operation and maintenance of its own dispatching communication system, and
 ensure the normal operation of such communication system.                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|13   | Other Requirements to Ensure the Safe Operation of the Grid                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|13.1 | Primary Frequency Regulation Function of the Unit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | 13.1.1 All units connected to Yunnan electric grid shall have and
 perform the function of primary frequency regulation. The primary frequency
 regulation test of Party Bs new units shall be completed prior to its
 full-load running test. Relevant test reports shall be provided and
 implemented in the running.                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | 13.1.2 The Power Plant shall establish a complete management system
 to ensure the function of the primary frequency regulation of the units can
 be performed safely. If a unit fails to perform its function of the primary
 frequency regulation, or the capability of the primary frequency regulation
 of the unit changes, resulting in any adjustment of the fixed value, the
 Power Plant shall promptly make an application to the Dispatching Agency and
 stop the function of the primary frequency regulation with its approval.                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | 13.1.3 The real-time switching-on/off signals of the primary
 frequency regulation function shall be sent to the SCADA/EMS system of
 relevant Dispatching Agency, and switching-on time period of the primary
 frequency regulation of the unit shall be recorded automatically.                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | 13.1.4 If any parameter related to the primary frequency regulation
 function is changed, various data must meet the technical standards of the
 primary frequency regulation. Relevant materials shall be submitted within
 one business day after such change. After the equipment modification or
 overhaul related to the primary frequency regulation function of the unit,
 relevant test shall be conducted, and the acceptance form of application of
 the primary frequency regulation function shall be submitted to the
 Dispatching Agency within three business days after such test. Relevant test
 materials shall be submitted within one month.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | 13.1.5 The Power Plant shall submit relevant test plan of the primary
 frequency regulation to competent Dispatching Agency two weeks prior to such
 test, and provide formal test report within two weeks after the completion of
 such test. The test results shall be examined and accepted by competent
 Dispatching Agency.                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | 13.1.6 The Power Plant shall procure the primary frequency regulation
 function of its units shall meet the technical requirements as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (1) the permanent slip rate shall be no more than 4%;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

18

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (2) the speed dead band of the main servomotor on the side iX shall
 be no more than 0.08%;                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | the dead time of the servomotor shall be no more than 0.3S;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (3) the dead band of the primary frequency regulation of the units
 shall be no more than ±0.1Hz; the lag time of response of the primary
 frequency regulation shall be no more than 3 seconds and the stable time
 shall be less than 60 seconds. Where the variation of the grid frequency
 exceeds the dead band of the primary frequency regulation of the unit, the
 average deviation between the actual capacity output of the unit and the
 response target of the unit shall be within ±3% of the rated actual output of
 the unit;
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (4) there is no restriction on the variation of the load of the
 units primary frequency regulation.                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | 13.1.7 The materials and data related to the primary frequency
 regulation submitted by Power Plant to the Dispatching Agency shall include:                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (1) the acceptance form of application of the primary frequency
 regulation function;                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (2) transfer function of the speed governing system, parameters of
 various stages and relevant test reports;                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (3) testing reports of he permanent slip rate of the speed governing
 system, the speed dead band iX and the dead time of the servomotor;                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (4) the curve of variation of the unit load with the frequency in the
 dynamic test of the primary frequency regulation of the unit. The sampling
 time period shall be no more than 1s.                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|13.2 | Field Measurement of Parameters of the Unit Speed-governing System
 Model                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | 13.2.1 The field measurement of the parameters of the speed-governing
 system model of Party Bs unit shall be completed prior to the full-load
 running test.                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | 13.2.2 The Power Plant shall submit the plan for field measurement
 test of the parameters of the speed-governing system model to competent
 Dispatching Agency two weeks prior to the test. A formal test report shall be
 submitted within two weeks after the completion of such test. The test
 results shall be examined and accepted by competent Dispatching Agency.                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|13.3 | Function of Excitation System of Unit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | 13.3.1 The excitation systems of all units connected to regional
 power system of Yunnan electric grid shall meet the requirements of Yunnan
 grid in terms of safe and stable operation;                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | 13.3.2 The excitation systems of Party Bs units shall be equipped
 with PSS;                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | 13.3.3 The Power Plant shall provide the Dispatching Agency with the
 type of the excitation system, the transfer function model and relevant
 design parameters prior to the connection of a new unit. The field
 measurement of the excitation system and PSS on-site testing shall be completed
 prior to the full-load running test of the unit.                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | 13.3.4 Party Bs Power Plant shall procure the PSS function of the
 units can be performed safely according to relevant requirements. The
 real-time switching-on/off signals shall be transmitted to the Dispatching
 Agency for dispatching the automatic system. The Power Plant can cease the
 PSS function of the units only when its application to the Dispatching Agency
 has been approved.                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | 13.3.5 The Power Plant shall submit the plan for field measurement of
 the parameters of the excitation model and the plan for PSS on-site testing
 to competent Dispatching Agency two weeks prior to such tests. Formal test
 reports shall be submitted within two weeks after the completion of such
 tests. The test results shall be examined and accepted by competent
 Dispatching Agency.                                                                                                                                           

19

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|     |                                                                                                                                                                                                                                                                                                                                                                                    
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 13.3.6 The excitation systems of the units shall meet the technical
 requirements as follows:                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                    
|     | (1) the time of delay of self-parallel excitation system shall be no
 more than 0.03 second;                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                    
|     | (2) the automatic regulating excitation system shall procure the
 accuracy of voltage adjustment at the generator terminal shall be over 1%;                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                    
|     | (3) the annual rate of Forced Outage of the excitation system shall
 be no more than 0.5%;                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                    
|     | (4) the nominal response of the excitation system shall be no less
 than 2 unit/second; the rising time (reinforced excitation) of fast
 excitation system (SCR excitation system and high initial response excitation
 system) shall be no more than 0.08 second and the fall time (fast loss of
 excitation) shall be no more than 0.15 second.                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                    
|     | (5) the PSS function shall be performed reliably and no
 anti-regulation shall occur.                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                    
|13.4 | Under-excitation Test of the Units                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                    
|     | 13.4.1 The under-excitation test of a new unit shall be completed
 prior to its full-load running. Relevant test report shall be provided.                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                    
|     | 13.4.2 The Power Plant shall submit the plan for the test to
 competent Dispatching Agency two weeks prior to the test. A formal test
 report shall be submitted within two weeks after the completion of such test.
 The test results shall be examined and accepted by competent Dispatching
 Agency.                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                    
|13.5 | Black Start Test                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                    
|     | 13.5.1 The Power Plant shall prepare its plan for black start and
 amend it every year according to the requirements of the power grid and the
 actual situation of the plant. Such plan shall be filed to the dispatching
 center for record.                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                    
|     | 13.5.2 The Power Plant shall carry out self-start test as required by
 the Dispatching Agency to see whether it has self-start capability. The test
 results shall be examined and accepted by competent Dispatching Agency.                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                    
|14   | Accident Handling and Investigation                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                    
|14.1 | The Dispatching Agency and the Power Plant shall handling any
 accident happened within their control properly and promptly according to the
 Dispatching Regulations of Power System and on-site operations regulations of
 the Power Plant. The information related to the accident handling shall be
 notified one another.                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                    
|14.2 | The equipment accident within the control of the Dispatching Agency
 shall be handled strictly according to the instructions of the on-duty
 dispatcher (unless it is an accident as set out in the on-site regulations
 which might put any person or equipment at risk.)                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                    
|14.3 | The Dispatching Agency shall set down accident handling principles
 and detailed anti-accident measures according the relevant regulations, the
 structure of the grid, operation features and actual situation of the Power
 Plant, and expressly give the requirements on necessary measures which the
 Power Plant shall take (including black start test and its plan).        
|     |                                                                                                                                                                                                                                                                                                                                                                                    
|     | 14.3.1 In case of any emergency which threatens the safety of the
 grid, the on-duty dispatcher of the Dispatching Agency may take necessary
 steps to procure and resume the safe operation of the grid, including
 adjusting the generation output of the Power Plant, giving instructions of
 starting or stopping the units, disconnecting the Power Plant from the grid,
 etc.
|     |                                                                                                                                                                                                                                                                                                                                                                                    
|     | 14.3.2 If the Power Plant or any unit is required to be disconnected,
 the Dispatching Agency shall resume the connection and operation of the Power
 Plant or the unit after such emergency is over or has been remedied.                                                                                                                                                         

20

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 14.3.3 The Dispatching Agency shall explain the reason of
 disconnection of the Power Plant or the unit to Party B thereafter.                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|14.4 | The Party or both Parties claiming the occurrence of the accident
 shall investigate the accident. The finding of the investigation shall
 include: the reason of the accident, the party or parties who shall be liable
 for the accident and their detailed liabilities, anti-accident measures to
 prevent similar accidents. The Party who is liable for the accident shall
 bear relevant liabilities according to the finding of the investigation and
 implement any anti-accident measure in a timely manner.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | 14.4.1 In respect of any accident of the grid, where Party A is
 responsible for the investigation, it shall invite Party B to investigate
 when Party B is relevant. Party B shall support and cooperate with Party A in
 its investigation by providing the fault recorded diagram, running status of
 the accident, relevant data and other accident analysis materials.                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | 14.4.2 In respect of any accident of the Power Plant, where Party B
 is responsible for the investigation, it shall invite Party A to investigate
 when Party A is relevant. Party A shall support and cooperate with Party B in
 its investigation by providing the fault recorded diagram, running status of
 the accident, relevant data and other accident analysis materials.                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | 14.4.3 In respect of any accident related the grid and the Power
 Plant, if the cause cannot be determined and agreed within a short period of
 time, both Parties shall set up a special co-investigation team to
 investigate the accident according to relevant regulations.                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | 14.4.4 The investigation report(s) related to the accident happened
 on one Party or on both Parties shall be made public. The content of the
 report(s) shall include: the cause of the accident, the handling process of
 the accident, the party who is liable for the accident and the liabilities it
 shall bear, the improvement plan and any preventative measures, etc.                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | 14.4.5 The Party who is liable for the accident shall remedy its
 fault in a timely manner and implement any improvement plan and preventative
 measures. Where the improvement plan and any preventative measures are
 relevant to the other Party, they shall be accepted by such other Party.                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|15   | Force Majeure                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|15.1 | If the occurrence of the Event of Force Majeure totally or partially
 prevents a Party performing any of its obligations under this Agreement, such
 Party may suspend performing its obligations, provided that:                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | (1) the extent to and time period for the obligation exemption and
 delay shall not exceed the extent and time period as reasonably required for
 eliminating the impact caused by the Event of Force Majeure;                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | (2) the Party which is affected by the Event of Force Majeure shall
 continue its other obligations under this Agreement which are not affected by
 the Event of Force Majeure;                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | (3) once the Event of Force Majeure ends, such Party shall resume the
 performance of this Agreement as soon as possible.                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|15.2 | If any Party is prevented from performing this Agreement due to any
 Event of Force Majeure, such Party shall notify the other Party in writing
 within 3 days, indicating the occurrence date of the Event of Force Majeure,
 the time period during which the Event of Force Majeure is estimated to last,
 the nature of the event, the impact on the performance of such Party of this
 Agreement, and any measures that have been taken by such Party to reduce the
 impact of such Event of Force Majeure.     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | As required by the other Party, the Party which is affected by any
 Event of Force Majeure shall provide the other Party with an evidential
 document in relation to the occurrence of the Event of Force Majeure within
 30 days from the date on which such event occurs (in case of interruption                                                                                                                                                                                                                  

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|     |                                                                                                                                                                                                                                                                                                                                            
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | of communication, from the date on which the communication resumes)
 issued by the notary office in the place where the Force Majeure occurs.                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                            
|15.3 | Both Parties affected by the Event of Force Majeure shall take
 reasonable steps to reduce the losses suffered by one or both of the Parties.
 Both Parties shall negotiate and implement remedial plans and reasonable
 alternative measures in a timely manner in order to reduce or eliminate the
 impact of the Event of Force Majeure.
|     |                                                                                                                                                                                                                                                                                                                                            
|     | If the Party which is affected by the Event of Force Majeure fails to
 make its best efforts to take reasonable measures to mitigate the influence
 of the Event of Force Majeure, such Party shall bear any additional losses
 caused by such act.                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                            
|16   | Default Liability                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                            
|16.1 | Any Partys failure to perform this Agreement shall be deemed as a
 breach of contract, and the other Party shall be entitled to require the
 defaulting party to bear the default liability.                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                            
|16.2 | Where any of the following default with respect to Party A occurs, it
 shall be liable to Party B for such default:                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                            
|     | (1) failing to perform the obligations set out in Clause 3, which
 results in the direct economic loss to Party B.                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                            
|     | (2) violating the provisions of Clause 4.2, which results in the
 failure of power generation of the Power Plant or the direct economic loss to
 Party B.                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                            
|     | (3) violating the provisions of Clause 5.3 and Clause 5.4, which
 results in the direct economic loss to Party B.                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                            
|     | (4) violating the provisions of Clause 6.2, which results in the
 direct economic loss to Party B.                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                            
|     | (5) the Dispatching Agency required the Power Plant (unit) to carry
 out the peak modulation, frequency modulation and pressure modulation beyond
 is designed capacity or the provisions of this Agreement, which results in
 the direct economic loss to Party B.                                                                        
|     |                                                                                                                                                                                                                                                                                                                                            
|16.3 | Where any of the following default with respect to Party B occurs, it
 shall be liable to Party A for such default:                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                            
|     | (1) failing to perform the obligations set out in Clause 3, which
 results in the direct economic loss to Party A.                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                            
|     | (2) failing to complete the preparatory work the Grid connection
 pursuant to the relevant provisions of Clause 4, which results in the direct
 economic loss to Party A.                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                            
|     | (3) violating the provisions of Clause 5.2 and Clause 5.4, which
 results in the direct economic loss to Party A.                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                            
|     | (4) violating the provisions of Clause 6.1 and Clause 7.1.1.                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                            
|     | (5) the abnormal state or failure of the primary and secondary
 equipments in the Power Plant related with the operation of the Grid due to
 Party Bs reason, which results in the direct economic loss to Party A.                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                            
|     | (6) failing to engage in the peak modulation, frequency modulation,
 pressure modulation and standby of the power system pursuant to the
 provisions of Clause 7.4.                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                            
|     | (7) failing to report to the Dispatching Agency the actual condition
 of the equipments (such as the generator, primary and secondary electric
 equipment etc.) and the relevant facilities in the Power Plant.                                                                                                                            

22

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|     |                                                                                                                                                                                                                                                                                                                                                             
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (8) the relay protection and security automatic device in the Power
 Plant fail to meet the index set out in Clause 10.2, or the relay protection
 and security automatic device occur failure or does not work properly due to
 Party Bs reason, which results in the accident and the expansion of the
 accident and the direct economic loss of Party A.
|     |                                                                                                                                                                                                                                                                                                                                                             
|     | (9) the dispatching automation system in the Power Plant fails to
 meet the indicators set out in Clause 11.4, or the dispatching automation
 system occurs failure due to Party Bs reason, which results in the accident
 and the expansion of the accident and the direct economic loss of Party A.                                                      
|     |                                                                                                                                                                                                                                                                                                                                                             
|     | (10) the dispatching communication system in the Power Plant fails to
 meet the indicators set out in Clause 12.6, or the dispatching communication
 system occurs failure due to Party Bs reason, which results in the accident
 and the expansion of the accident and the direct economic loss of Party A.                                               
|     |                                                                                                                                                                                                                                                                                                                                                             
|16.4 | Where any of the following material defaults with respect to Party B
 occurs, Party A may take enforcement, even to split the defaulting Power
 Plant (unit). Party B shall not be entitled to claim against Party A for the
 loss incurs due to such split.                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                             
|     | (1) The Power Plant started up the unit to connect with the Grid or
 shut down the unit to split without the consent of the Dispatching Agency.                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                             
|     | (2) In case of Emergency, the Power Plant violated the provisions of
 Clause 6.1 and Clause 7.1.1.                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                             
|     | (3) In case of Emergency, the Power Plant failed to report to the
 Dispatching Agency the actual condition of the equipments (such as the
 generators, primary and secondary electric equipments etc.) and the relevant
 facilities in the Power Plant.                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                             
|16.5 | Unless otherwise set out in this Agreement, in case of the occurrence
 of any default, the non-defaulting Party shall notify promptly the defaulting
 Party to stop defaulting and deliver a writing notice to the defaulting Party
 to request it to remedy the default and bear the default liability pursuant
 to the provisions of this Agreement.      
|     |                                                                                                                                                                                                                                                                                                                                                             
|16.6 | The defaulting Party shall promptly take measures to remedy its
 default, confirm its default pursuant to the provisions of this Agreement and
 take the default liability pursuant to the relevant clauses of the Power
 Purchase and Sale Contract.                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                             
|16.7 | Prior to the expire of the term of performance set out in this
 Agreement, if either Party expresses or implies with its acts that it will
 not perform its obligations under this Agreement, the other Party may request
 it to take the default liability.                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                             
|17   | Effectiveness and Term of the Agreement                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                             
|     | This Agreement shall come into force upon the execution by the legal
 representatives or authorized representatives of both Parties and affixture
 of seals of company, the term shall be one year (from the date of execution) and
 this Agreement shall continue to be effective until the new agreement is
 executed.                                    
|     |                                                                                                                                                                                                                                                                                                                                                             
|18   | Alteration, Transfer and Termination of the Agreement                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                             
|18.1 | Any alteration, revision and supplement to this Agreement shall be in
 writing and the conditions for effectiveness shall the same as Clause 17.                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                             
|18.2 | Both Parties expressly agree that neither of them has the right to
 transfer all or part of its rights and obligations under this Agreement to a
 third party without prior written consent of the other Party.                                                                                                                                             

23

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|18.3 | During the term of this Agreement, both Parties agree to make
 relevant adjustments and amendments to this Agreement in the event of any
 change of relevant state laws, regulations, rules and policies.                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|18.4 | Termination of Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | In case of occurrence of any of following events, the other Party has
 the right to terminate this Agreement after sending a termination notice:                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (1) a Party becomes bankrupt or is the subject of proceedings for
 liquidation or its business license or power business permit is revoked;                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (2) a Party is merged with another entity or transfers all or most of
 its assets to another entity and the existing entity is unable to reasonably
 bear all of its obligations under this Agreement;                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|19   | Dispute Settlement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|19.1 | Any dispute arising out of or in relation to the performance of this
 Agreement shall be first settled by both Parties through negotiation. It may
 be submitted to the national electricity regulatory authority for mediation.
 If it fails to be settled through negotiation and meditation, the Parties
 agree to submit such dispute to Yunnan Kunming Arbitration Commission and
 apply for arbitration in accordance with its arbitration rules. The arbitral
 award shall be final and binding on the Parties.                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|20   | Applicable Law                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|20.1 | The execution, effectiveness, construction, performance and dispute
 settlement in respect of this Agreement shall be governed by PRC law.                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|21   | Miscellaneous                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|21.1 | Confidentiality                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | Both Parties shall treat as confidential any materials and documents
 which are acquired from the other Party and could not be obtained from public
 domain. Without the consent of such other Party which provides such materials
 and documents, the Party shall not divulge any or all of such materials and
 documents to any third party, unless as otherwise required by the state.                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|21.2 | Entire Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | This Agreement constitutes the entire agreement between the Parties
 in respect of the subject of this Agreement, and shall supersede any prior
 discussions, negotiations, agreements and contracts between the Parties
 concerning this Agreement.                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|21.3 | Notice and Delivery                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | Any notice and document in connection with this Agreement shall be in
 writing. They shall be deemed as received when the receiver signs for
 confirmation if they are sent by registered email, express mail or personal
 delivery. They shall be deemed as received when they are sent and received by
 fax. All notices and documents shall come into force when they have been
 delivered or received. All notices shall be sent to the addresses provided
 below in this Agreement, or to the revised address where one Party notify the
 other Party of any change of its address in writing.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | Party A:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | Attention: Dispatching
 Centre of Yunnan Nujiang Grid Co., Ltd.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | Telephone: 0886-3630727
 Fax: 0886-3630727 Postal Code: 673100                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

24

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|     |                                                                                                                                                                                                                                                                                                                               
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | Email: njdldd@126.com                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                               
|     | Address: No. 65
 Xiang Yang Nan Road, Liuku Town, Lushui County, Nujiang Prefecture.                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                               
|     | Party B: Fugong
 Xineng Power Development Co., Ltd.                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                               
|     | Attention: Fugong
 Xineng Power Development Co., Ltd.                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                               
|     | Telephone: 0886-3411757
 Fax: 0886-3411757 Postal Code: 673400                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                               
|     | Email:
 _______________________________________________                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                               
|     | Address: Latudi
 River, Shangpa Town, Fugong County                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                               
|21.4 | No Waiver                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                               
|     | Either Party shall not be deemed as waive its rights if it has not
 represented in writing to waive any its rights under this Agreement, The
 failure of either Party to exercise any of its rights under this Agreement
 shall not be deemed as the waiver of any of such rights or the future waiver
 of any of such rights.
|     |                                                                                                                                                                                                                                                                                                                               
|21.5 | Continue to be
 Effective                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                               
|     | The clauses related with the arbitration and confidentiality in this
 Agreement shall survive the termination of this Agreement.                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                               
|21.6 | Counterparts                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                               
|     | This Agreement shall be executed in 4 original copies, and each Party
 will hold 2 copies.                                                                                                                                                                                                                                    

25

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|                                 |  |                                      
|-------------------------------- |  | -------------------------------------
|Party A (Seal):                  |  | Party B (Seal):                      
|                                 |  |                                      
|Legal
 Representative: Yang Yong |  | Legal
 Representative:               
|                                 |  |                                      
|or                               |  | or                                   
|                                 |  |                                      
|Authorized
 Representative:      |  | Authorized
 Representative: Yu Zuolin
|                                 |  |                                      
|Date of Signature:
 14 May 2010  |  | Date of Signature:
 14 May 2010      

26

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