Agreement No.
DDXY-2010-02

Exhibit 4.112

Grid Connection and Dispatching
Agreement

Between

Yunnan Dehong Power Supply Co., Ltd.

And

Yunnan Huabang Electric Power Development Co., Ltd.
Binglangjiang Power Plant

August 2010

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Contents

|                                                                                                                      |                                                                  |   
|--------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------- | --
|1                                                                                                                     | Definitions and Interpretations                                  | 4 
|                                                                                                                      |                                                                  |   
|2                                                                                                                     | Representations of Each Party                                    | 6 
|                                                                                                                      |                                                                  |   
|3                                                                                                                     | Obligations of Each Party                                        | 6 
|                                                                                                                      |                                                                  |   
|4                                                                                                                     | Conditions of Grid Connection                                    | 8 
|                                                                                                                      |                                                                  |   
|5                                                                                                                     | Application for Grid Connection and
 Acceptance                  | 9 
|                                                                                                                      |                                                                  |   
|6                                                                                                                     | Grid Connection and Dispatching during the
 Commissioning Period | 11
|                                                                                                                      |                                                                  |   
|7                                                                                                                     | Dispatching Operation                                            | 12
|                                                                                                                      |                                                                  |   
|8                                                                                                                     | Power Generation Schedule                                        | 13
|                                                                                                                      |                                                                  |   
|9                                                                                                                     | Equipment Maintenance                                            | 14
|                                                                                                                      |                                                                  |   
|10                                                                                                                    | Relay Protection and Security Automatic
 Device                  | 15
|                                                                                                                      |                                                                  |   
|11                                                                                                                    | Dispatching Automation                                           | 16
|                                                                                                                      |                                                                  |   
|12                                                                                                                    | Dispatching Communication                                        | 18
|                                                                                                                      |                                                                  |   
|13                                                                                                                    | Other Requirements to Ensure the Safe
 Operation of the Grid     | 19
|                                                                                                                      |                                                                  |   
|14                                                                                                                    | Accident Handling and Investigation                              | 21
|                                                                                                                      |                                                                  |   
|15                                                                                                                    | Force Majeure                                                    | 22
|                                                                                                                      |                                                                  |   
|16                                                                                                                    | Default Liability                                                | 23
|                                                                                                                      |                                                                  |   
|17                                                                                                                    | Effectiveness and Term of the Agreement                          | 24
|                                                                                                                      |                                                                  |   
|18                                                                                                                    | Alteration, Transfer and Termination of the
 Agreement           | 24
|                                                                                                                      |                                                                  |   
|19                                                                                                                    | Dispute Settlement                                               | 25
|                                                                                                                      |                                                                  |   
|20                                                                                                                    | Applicable Law                                                   | 25
|                                                                                                                      |                                                                  |   
|21                                                                                                                    | Miscellaneous                                                    | 25
|                                                                                                                      |                                                                  |   
|Schedule 1 Party B Primary Line
 Connection Diagram of the Power Plant Grid Connection                                | 28                                                              
|                                                                                                                      |                                                                  |   
|Schedule 2 Party B Binglangjiang Power
 Plants Technical Parameters                                                  | 30                                                              
|                                                                                                                      |                                                                  |   
|Schedule 3 Division of
 Scope for the Dispatching and (Property Right) Administration of the Power
 Plants Equipment | 33                                                              
|                                                                                                                      |                                                                  |   
|Schedule 4 Name List of
 the Dispatching Centre of Yunnan Dehong Electric Power Co., Ltd.                             | 34                                                              
|                                                                                                                      |                                                                  |   
|Schedule 5 Name List of
 Persons in Charge and of Personnel on Duty of the Company and the Power Plant                | 35                                                              

2

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Grid Connection and Dispatching Agreement

This Grid
Connection and Dispatching Agreement (hereinafter referred to as this
Agreement) is entered into by the following parties:

Party A:
Yunnan Dehong Electric Power Co., Ltd, a company which engages in the Grid
operation.

Domicile:
No. 99 Mang Shi Da Jie Road, Luxi City.

Party B:
Yunnan Huabang Electric Power Development Co., Ltd. Binglangjiang Power Plant.

Domicile: Xingba
Village, Xincheng Town, Yingjiang County.

Whereas:

|    |                                                                                                                                                                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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 the Binglangjiang
 Power Plant with the total installed capacity of 41MW (hereinafter referred
 to as Power Plant) in Xincheng Town, Yingjiang County, and has agreed such
 Power Plant to be connected with Party As 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 laws and regulations of the state, and based on the principles of
equality, voluntariness and good faith, Party A and Party B have, after
consultations, made agreement as follows:

3

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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 Dehong Electric Power Co., Ltd (Dispatching Centre), which
 is the secondary dispatching agency of Yunnan Grid. It is a department of
 Party A which will organize, direct, instruct and coordinate the operation of
 the electricity system in accordance with laws.                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 1.1.2 Power Plant means the BinglangjiangPower
 Plant owned, operated and managed by Party B with the total installed
 capacity of 41MW (which includes 5 units, i.e. No.1 Unit 7MW,
 No.2 Unit 7MW, No. 3 Unit 7MW, No. 4 10MW and No. 5 Unit
 10MW,) in XinchengTown, Yingjiang County, Yunnan Province,
 including the generation facilities and all the ancillary equipments in the
 scope extended to the property demarcation point. See the technical
 specifications in Schedule 2.                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 1.1.3 Connection Point means the point where
 the Power Plant is connected with the Grid (See Clause 8).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 1.1.7 AGC means Automatic Generation Control.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 1.1.8 AVC means Automatic Voltage Control.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 1.1.9 RTUmeans Remote terminal Unit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 1.1.10 PSSmeans Power System Stabilizer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 1.1.11 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 1.1.12 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 1.1.13 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 1.1.14Planned 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..                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 1.1.15 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.

4

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1.1.16 Forced Outage means the Unplanned Outage
 of the first, second and third categories under Clause 1.1.16 in together.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 1.1.17 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 1.1.18 Equivalent Unplanned Outage Hours means
 the sum of the Unplanned Outage hours and the unplanned unit derated hours.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 1.1.19 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.                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 1.1.20 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.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 1.1.21Daily 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 1.1.22 Emergencymeans material accidents
 occurred to the power generation and supply equipments in the power grid; 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.                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 1.1.23 Dispatching Regulations of Power System
 means the Regulations of Yunnan Grid Dispatching Management and the
 Regulations of Dehong Power Supply Co., Ltd. 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.                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 1.1.24 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 1.1.25 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 1.1.26 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 1.1.27 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.                                                                                                                                                                                                                                                                     

5

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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.                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|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.                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|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.                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3   | Obligations of Each
 Party                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|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 (see the division of dispatching jurisdiction in
 Schedule 3);
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 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).                                                                                                                                                                                                                           

6

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 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, 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 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 water condition etc. in a timely, accurate, objective and complete
 manner.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

7

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|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.                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|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 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;                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|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;                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|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;                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|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.                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                

8

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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.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|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.                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|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.                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4.12 | Party B has already had the emergency
 phones in service (including one with China Mobile and one with China Unicom)
 which are under good conditions. The fax telephone machine and computer with
 access to the internet are set up in the Duty Room, which can meet the demand
 for daily communication for dispatching.                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|5    | Application for
 Grid Connection and Acceptance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|5.2  | Application for Grid Connection                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | 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, and 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.                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|5.3  | Acceptance of the Application                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | 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.                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | 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 in writing the reasons why it
 did not confirm within 5 days upon receipt of the application for Grid
 connection.                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | 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.                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | 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.                                                                                                                                                                                                                                                                                                  

9

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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 entitled to accept 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.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|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:                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (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.                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (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.                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (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 Power
 Plant (including the transformation ratio and the telemetering full scale
 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.                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (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.                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (7) other key technical specifications,
 technical parameters and the measured parameters related with the operation
 of the Grid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (8) the regulations of the on-site
 operation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (9) electrical wiring diagram.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (10) the measures intended to guarantee the
 service power of the plant which could meet the security requirements of the
 Grid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

10

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6   | Grid Connection and
 Dispatching during the Commissioning Period                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|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 Party A.                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 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, operated in accordance with the operation regulations and norms
 of the electric power system and subject to unified dispatch.                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 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).
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 6.1.3 Detailed operation of the grid
 connection commissioning shall strictly follow the dispatch instructions.                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 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 in advance to make preparations against any
 possibility of an accident and strictly follow the commissioning schedule.                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|6.2 | Party A shall assist Party B in its grid
 connection commissioning.                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 6.2.1 to incorporate the Power Plant under
 grid connection commissioning in the formal dispatching scope so that it can
 be dispatched and managed in accordance with the relevant regulations and norms
 of the electric power system.                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 6.2.2 to formulate a special commission and
 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;                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 6.2.3 The commissioning unit must undergo
 the following tests and reach the relevant technical indicators and meet the
 designing requirements;                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (1) field test of the modular parameters of
 the excitation system and the speed regulation system;                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (2) PSS on-spot test;                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (3) Primary frequency regulation, test of
 AGC function;                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (4) Test of leading phase capability,
 minimum technical output test.                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 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.                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 6.2.4 The full-load commissioning of the
 unit must be conducted by following relevant regulations of the state, and
 the results must be examined and approved by a relevant quality supervisory
 agency.                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 6.2.5 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.                                                                                                                                                                                                                                         

11

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|7   | Dispatching
 Operation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|7.1 | The Power Plants operator on duty must
 strictly follow the dispatching instructions of the dispatcher on duty of the
 Dispatching Agency.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|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.                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | 7.4.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Peak regulation                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | The Power Plant shall participate in the
 peak regulation of the power system in accordance with the relevant
 regulations, standards of the state, and the capacity of the unit. The range
 of regulation shall meet the relevant regulations, standards of the state, or
 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 dispatching administration regulations of power system.                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | The AGC 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, testing results and the relevant requirements. 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                                                                                                                                                                                                                                                                                                                                                                                                

12

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 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.                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | The AVC 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, testing results and the relevant requirements. Once set, Party B
 must not change them without authorization. The entry or exit of the AVC of
 the unit shall follow the dispatching instructions.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | 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 a timely manner.                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|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.                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (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 the public
 holidays or occurrence of the special operation mode 3 days before the public
 holidays (including New Year, Chinese New Year, International Labour Day and
 National Day etc.) or 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                                                                                                                                                                                                                    

13

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 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, weekly, 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, weekly,
 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 15 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 public holidays or special operation mode equipment maintenance schedule
 prior to the public holidays or 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
 dispatching regulations prior to the commencement of the actual maintenance.                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|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 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

14

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|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.                                                                                                                                                                                                                                                                                                                                                                                                 

15

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (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 ≥ 99.62%;                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (4) The intact fault recording rate shall
 be 100%.                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|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                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|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;                                                                                                          

16

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (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 of the Dispatching Agency in accordance with the
 agreed 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: P and Q
 values of the generator, P and Q values of main transformer (high voltage
 side), U value of bus, P, Q and I values of Grid Connection Metering Gateway
 and the relevant lines, signals of the generator, main transformer and
 circuit breaker as well as the disconnecting switch, the disconnecting switch
 signals relevant with the operation of the bus, the accident signals of the
 Power Plant, signals of PSS in service and out of service; primary frequency
 regulation in service and out of service.                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (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) 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (8) 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (9) The hydroelectric plant shall be able to
 receive the daily power generation dispatching schedule issued by Party As
 dispatching office.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

17

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|     |                                                                                                                                                                                                                                                                                                                                                                      
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (10) 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 Yunnan Grid
 Dispatching Management, the Interim Provisions of Yunnan Grid Dispatching Automation
 Management and Regulations on Automatic Power Generation Control and Management
 of Yunnan Grid, and must not wilfully withdraw or cease such equipment.
|     |                                                                                                                                                                                                                                                                                                                                                                      
|11.4 | 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 systemat 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.   
|     |                                                                                                                                                                                                                                                                                                                                                                      
|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:                                                                                                                                                                                                                                                                    

18

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 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 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.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | 13.1.4 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.                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | 13.1.5 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 3%;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (2) the speed dead band of the main
 servomotor on the side iX shall be no more than 0.04%;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | the dead time of the servomotor shall be no
 more than 0.2S;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (3) the dead band of the primary frequency
 regulation of the units shall be no more than ±0.05Hz; 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;                                                                                                                  

19

---



|     |                                                                                                                                                                                                                                                                                                                                                                                                   
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (4) there is no restriction on the
 variation of the load of the units primary frequency regulation.                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                   
|     | 13.1.6 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 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.
|     |                                                                                                                                                                                                                                                                                                                                                                                                   
|     | 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                                                                                                                                                                                               

20

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 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 within 3 months after the commencement of its
 commercial operation. Relevant test report shall be provided. Prior to such
 test, if necessary, Party A is entitled to require Party B to operate the
 unit on the basis of 0.95 of the full-load running under-excitation factor.                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | 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.                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | 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.

21

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 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 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.                                                                                                                                                                     

22

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|     |                                                                                                                                                                                                                                                                                                                                                              
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 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.                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                              
|     | (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.

23

---



|     |                                                                                                                                                                                                                                                                                                                                                        
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (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
 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.                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                        
|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:                                                                                                                                                                                                      

24

---



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (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 Dehong
 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 | Schedules                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | Schedule 1: Diagram of Grid Connection
 Points                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | Schedule 2: Power Plants Technical
 Parameters                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | Schedule 3: Division of Scope of Dispatch
 of Plants Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | The schedules to this Agreement (including
 the special terms) are the integral part of this Agreement, and shall be as
 valid as this Agreement. In case any discrepancy occurs between the
 interpretation of the body text and the schedules of this Agreement, in
 consideration of the nature of the subject matter of the dispute, the
 content which is most relevant to the dispute and can better handle such
 dispute shall be prevail. If the discrepancy and dispute cannot be solved in
 accordance the above principles, both Parties shall negotiate to determine
 on a good faith basis for the purpose of this Agreement.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|21.3 | Entire Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | This Agreement (including the special
 terms) and its schedules constitute 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.                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|21.4 | 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                                                                                                                                            

25

---



|     |                                                                                                                                                                                                                                                                                                                                |                                                                                                                 
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------
|     | the revised address where one Party notify
 the other Party of any change of its address in writing.                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                               
|21.5 | 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.
|     |                                                                                                                                                                                                                                                                                                                               
|21.6 | Continue to be Effective                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                               
|     | The clauses related with the arbitration
 and confidentiality in this Agreement shall survive the termination of this
 Agreement.                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                |                                                                                                                 
|     | 1                                                                                                                                                                                                                                                                                                                              | This Agreement shall be executed in 3 original
 copies. Party A will hold 2 copies and Party B will hold 1 copy.
|     |                                                                                                                                                                                                                                                                                                                                |                                                                                                                 
|     | 2                                                                                                                                                                                                                                                                                                                              | The Parties shall negotiate the matters
 uncovered in this Agreement separately.                                
|     |                                                                                                                                                                                                                                                                                                                                |                                                                                                                 

26

---



|                                                     |                                                              
|---------------------------------------------------- | -------------------------------------------------------------
|Party A (Seal): Yunnan Dehong Power Supply Co., Ltd. | Party B (Seal): Yunnan Huabang Electric Development Co., Ltd.
|                                                     |                                                              
|Legal Representative:                                | Legal Representative:                                        
|                                                     |                                                              
|or                                                   | or                                                           
|                                                     |                                                              
|Authorized Representative:                           | Authorized Representative:                                   
|                                                     |                                                              
|Date of Signature: 11 August 2010                    | Date of Signature: 11 August 2010                            

27

---



Schedule 1 Party B

Primary Line Connection Diagram
of the Power Plant Grid Connection

28

---



(DIAGRAM)

29

---



Schedule 2 Party B

Binglangjiang Power Plants
Technical Parameters

|    |                                             
|--- | --------------------------------------------
|1   | Nameplate
 Parameters                       
|    |                                             
|1.1 | Units
 nameplate parameters (unit: MW r/min)

|          |  |                              |  |                           |  |                     |  |                            |  |                               |  |                        |  |                         |  |                   | 
|--------- |  | ---------------------------- |  | ------------------------- |  | ------------------- |  | -------------------------- |  | ----------------------------- |  | ---------------------- |  | ----------------------- |  | ----------------- | 
|Unit
 No. |  | Model of
 Hydraulic
 Turbine |  | Producer                  |  | Model of
 Generator |  | Producer                   |  | Rated
 Capacity of
 Generator |  | Rated
 Rotating
 Speed |  | Rated
 Capacity
 Factor |  | Terminal
 Voltage | 
|          |  |                              |  |                           |  |                     |  |                            |  |                               |  |                        |  |                         |  |                   | 
|No. 1     |  | HLTF240-
 LJ-160             |  | Tianjin Generator Factory |  | SFK7000-20/3250     |  | Hangzhou Generator Factory |  | 7                             |  | 300                    |  | 0.8                     |  | 6.3               | 
|No. 2     |  | HLTF240-
 LJ-160             |  | Tianjin Generator Factory |  | SFK7000-20/3250     |  | Hangzhou Generator Factory |  | 7                             |  | 300                    |  | 0.8                     |  | 6.3               | 
|No. 3     |  | HLTF240-
 LJ-160             |  | Tianjin Generator Factory |  | SFK7000-20/3250     |  | Hangzhou Generator Factory |  | 7                             |  | 300                    |  | 0.8                     |  | 6.3               | 
|No. 4     |  | HLA551-
 LJ-192              |  | Kunming Generator Factory |  | SF10000-22/4250     |  | Hangzhou Generator Factory |  | 10                            |  | 273                    |  | 0.8                     |  | 10.5              | 
|No. 5     |  | HLA551-
 LJ-192              |  | Kunming Generator Factory |  | SF10000-22/4250     |  | Hangzhou Generator Factory |  | 10                            |  | 273                    |  | 0.8                     |  | 10.5              | 

|    |                                 
|--- | --------------------------------
|1.2 | Units technical plate parameters

|         |  |                          |        |                                     |  |                                  |  |                                     |        |  |  |   | 
|-------- |  | ------------------------ | ------ | ----------------------------------- |  | -------------------------------- |  | ----------------------------------- | ------ |  |  | - | 
|Unit No. |  | Transient
 Reactance xd |        | Secondary
 Transient
 Reactance xd |  | Negative
 Sequence
 Reactance x2 |  | Rotor Inertia Time
 Constant Tj (S) |       
|         |  |                          |        |                                     |  |                                  |  |                                     |       
|No. 1    |  |                          | 0.213  |                                     |  | 0.1485                           |  |                                     | 0.154  |  |  | 3 | 
|         |  |                          |        |                                     |  |                                  |  |                                     |        |  |  |   | 
|No. 2    |  |                          | 0.213  |                                     |  | 0.1485                           |  |                                     | 0.154  |  |  | 3 | 
|         |  |                          |        |                                     |  |                                  |  |                                     |        |  |  |   | 
|No. 3    |  |                          | 0.213  |                                     |  | 0.1485                           |  |                                     | 0.154  |  |  | 3 | 
|         |  |                          |        |                                     |  |                                  |  |                                     |        |  |  |   | 
|No.4     |  |                          | 0.2905 |                                     |  | 0.2148                           |  |                                     | 0.2147 |  |  | 4 | 
|         |  |                          |        |                                     |  |                                  |  |                                     |        |  |  |   | 
|No.5     |  |                          | 0.2905 |                                     |  | 0.2148                           |  |                                     | 0.2147 |  |  | 4 | 

30

---



|    |                                                  
|--- | -------------------------------------------------
|1.3 | Main Transformer Nameplate
 Parameters (unit: kVa

|                       |  |                             |  |                                      |  |                             |  |                         |  |                   |  |                                      | 
|---------------------- |  | --------------------------- |  | ------------------------------------ |  | --------------------------- |  | ----------------------- |  | ----------------- |  | ------------------------------------ | 
|Main
 Transformer
 No. |  | Model of
 Main
 Transformer |  | Rated Capacity
 of Main
 Transformer |  | Voltage
 Change
 Class (kV) |  | Line
 Connecting
 Group |  | Capacity Ratio    |  | Producer                             | 
|                       |  |                             |  |                                      |  |                             |  |                         |  |                   |  |                                      | 
|No. 1                  |  | SFSL6-16000/110             |  | 16000                                |  |                             |  | Y0/Y0/∆-12-11           |  | 16000/16000/16000 |  | Yunnan Transformer Factory           | 
|No. 2                  |  | SFS7-8000/110               |  | 8000                                 |  |                             |  | Y0/Y0/∆-12-11           |  | 8000/8000/8000    |  | Yunnan Transformer Factory           | 
|No. 3                  |  | SS10-25000/110/35           |  | 25000                                |  |                             |  | YNynod 11               |  | 25000/25000/25000 |  | Shandong Luneng Transformer
 Factory | 

|    |                                       
|--- | --------------------------------------
|1.4 | Main
 Transformer Technical Parameters

|                       |      |                |        |                     |      |                       |    |                       |        |  |      |        |      |  |       |  |  |       |  |  |      |  |  |      | 
|---------------------- | ---- | -------------- | ------ | ------------------- | ---- | --------------------- | -- | --------------------- | ------ |  | ---- | ------ | ---- |  | ----- |  |  | ----- |  |  | ---- |  |  | ---- | 
|Main
 Transformer
 No. |      | Load Loss (kW) |        | No-load
 Loss
 (kW) |      | Impedance Voltage (%) |    | No-load
 Current
 (%) |       
|                       |      |                |        |                     |      |                       |    |                      
|                       | PK12 |                | PK13   |                     | PK23 |                       | PO |                       | Ud12   |  | Ud13 |        | Ud23 |  | 10    | 
|                       |      |                |        |                     |      |                       |    |                       |        |  |      |        |      |  |       |  | 
|No. 1                  |      |                | 121.0  |                     |      | 115                   |    |                       | 113    |  |      | 22.8   |      |  | 17.4  |  |  | 10.07 |  |  | 6.37 |  |  | 0.66 | 
|                       |      |                |        |                     |      |                       |    |                       |        |  |      |        |      |  |       |  |  |       |  |  |      |  |  |      | 
|No. 2                  |      |                | 55.12  |                     |      | 60.19                 |    |                       | 41.72  |  |      | 12.825 |      |  | 16.95 |  |  | 10.10 |  |  | 6.17 |  |  | 0.44 | 
|                       |      |                |        |                     |      |                       |    |                       |        |  |      |        |      |  |       |  |  |       |  |  |      |  |  |      | 
|No. 3                  |      |                | 124.24 |                     |      | 123.98                |    |                       | 110.84 |  |      | 23.52  |      |  | 18.25 |  |  | 10.58 |  |  | 6.38 |  |  | 0.29 | 

|    |                                      
|--- | -------------------------------------
|1.5 | Grid
 Connection Line Main Parameters

|          |  |          |  |                  |  |               |  |            |  |          
|--------- |  | -------- |  | ---------------- |  | ------------- |  | ---------- |  | ---------
|Line Name |  | Line No. |  | Line Length (km) |  | Voltage Class |  | Line Model |  | CT Change
|          |  |          |  |                  |  |               |  |            |  |          

31

---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2   | Grid
 Connection Line from Party Bs Power Plant to Party As Grid                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2.1 | Grid
 connecting point: connecting to Party As 110 kV Pingyuan transformer,
 110kV Dongjiao transformer station.                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2.2 | Line
name: 110 kV Bingping Line, 110kVBingdong Line.                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3   | Party B
 shall provide accurate other technical parameters of the Power Plant based on
 the equipment designed parameters and the result of grid connection
 commissioning.                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.1 | Normal
 operation output range                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | The
maximum output of the normal operation of all units of the Power Plant shall
be 100% of the rated capacity; whereas the minimum output of the normal
operation of all units of the Power Plant shall be 25% of the rated
capacity.                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.2 | When the
 grid is in a special circumstance, the maximum output of the all units of the
 Power Plant shall be 100% of the rated capacity, whereas the minimum
 output of all units of the Power Plant shall be 25% of the rated
 capacity.                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.3 | The
 capacity adjustment speed rate of all units in the normal operation period
 shall be 1MW/min.                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.4 | The
 shortest time from the receipt of the dispatching instruction to the
 transmission of the output from units to the grid, or from zero output to the
 rated output shall be 30 minutes.                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.5 | The
 shortest time from full-load output to zero-load output after receiving the
 dispatching instruction shall be 10 minutes.                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.6 | The
 shortest outage time from disconnection of the units from the grid to the
 resumption of grid connection shall be 15 minutes.                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.7 | The
 leading-phase capability of all units shall be 95%, the units actual
 leading-phase capability shall be determined by the results of the
 leading-phase test.                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4   | After the
 Power Plant has been launched into commercial operation, if Party B is aware
 of any change to the unit operation parameters resulting in its inability to
 reach the technical indicators prescribed in Clause 3 above, and therefore
 the relevant parameters need revising. Party B shall give an explanation to
 the power dispatching agency, and submit the test report confirmed by a
 qualified organization.

32

---



Schedule 3 Division of Scope for
the Dispatching and (Property Right)

Administration of the Power
Plants Equipment

(1) Party As dispatching and administration scope:

Generators No. 1 - No. 5,main transformers No. 1, No. 2, No.
3 of Party Bs Binglangjiang power station.

(2) Party B: Binglangjiang power stations 110kV, 35kV,
circuit breaker partition, line and relevant equipment.

(3) Party B: area covered by Binglangjiang power station:

Other equipment other than those dispatched by Party A.

(4) Except Party Bs Binglangjiang power stations generator No.
1 - No. 5, main transformer (generator-transformer unit) No. 1, No. 2
and No. 3, and relay protection (including in-service and off-service
operation and adjustment calculation) is under the administration of the Power
Plant; the dispatching and administration of other secondary equipment shall be
determined as that of the primary equipment.

33

---



Schedule 4 Name List of the
Dispatching Centre of Yunnan Dehong Electric Power Co., Ltd.

1. Director
of the Dispatching Centre: Zhou Mingshan

Office Tel:
0692-8893011

Fax:
0692-8893012

2. Head of
Dispatching Division: Wang Shihong, Tel: 8893018

3. Head of
Method Relay Protection Division: Luo Liyan Tel: 8893012

4. Head of
Telecontrol Communication Division: Li Yongjin Tel: 8893016

5.
Dispatching personnel on duty

Dispatcher
on duty: Zhou Yunfang, Feng Yue, Peng Wusong, Jiang Yulan, Qu Meirong

Deputy
dispatcher on duty: Li Jinghui, Yang Changkui, Wang Zhongwei

Tel of the
dispatching office: 0692-8893000, 8893001 (Fax)

34

---



Schedule 5 Name List of Persons
in Charge and of Personnel on Duty of the Company and the Power Plant

1. Company
Name: Yunnan Huabang Electric Power Development Co., Ltd.

Legal
representative: Luo Yuejin

Contact
details: 13988259600

2. Name of
the Power Station: Binglangjiang Power Plant

Person in
Charge:

Yin Yizhi
(head of the plant)     Tel:
0692-8910469     Mobile:     13988225940

Huang
Jinxue: (deputy head of the plant)     Tel:
0692-8910458     mobile: 13988233465

Zheng
Xudong: (deputy head of the plant)     Tel:
0692-8910456     mobile: 13578230696

3.
Personnel on Duty:

|                                                                    |  |                             |  |                   |  |               
|------------------------------------------------------------------- |  | --------------------------- |  | ----------------- |  | --------------
|Operational personnel of the old
 power station:                    |  |                            
|                                                                    |  |                             |  |                   |  |               
|Team No.                                                            |  | Person in Charge on Duty    |  | Personnel on Duty |  |               
|                                                                    |  |                             |  |                   |  |               
|Team 1                                                              |  | Wang Yanfang (13578201360)  |  | Zhang Shuwen      |  | Dao Hounan    
|                                                                    |  |                             |  |                   |  |               
|Team 2                                                              |  | Chen Shufang (13578254778)  |  | Li Shengfeng      |  | Li Shanchao   
|                                                                    |  |                             |  |                   |  |               
|Team 3                                                              |  | Dong Shengcan (13578241735) |  | Zhao Shangneng    |  | Huang Ping    
|                                                                    |  |                             |  |                   |  |               
|Team 4                                                              |  | Cha Yunsheng (13988233993)  |  | Ding Yan          |  | Yang Bingquan 
|                                                                    |  |                             |  |                   |  |               
|Tel. on duty:
 0692-8910462     0692-6201948     Fax:
 0692-8910469
|                                                                    |  |                             |  |                   |  |               
|operational personnel of the new
 power station:                    |  |                            
|                                                                    |  |                             |  |                   |  |               
|Team No.                                                            |  | Person in Charge on Duty    |  | Personnel on Duty |  |               
|                                                                    |  |                             |  |                   |  |               
|Team 1                                                              |  | Peng Shengpei (13887870416) |  | Yin Yishu         |  | Peng Jiaoling 
|                                                                    |  |                             |  |                   |  |               
|Team 2                                                              |  | Zhang Zairui (13578202616)  |  | Li Benke          |  | Jin Mudan     
|                                                                    |  |                             |  |                   |  |               
|Team 3                                                              |  | Pa Anxin (13578255923)      |  | Li Jinfang        |  | Yang Rongkan  
|                                                                    |  |                             |  |                   |  |               
|Team 4                                                              |  | Yang Yan (13759241765)      |  | Dong Baowei       |  | Jiang Zongshuo
|                                                                    |  |                             |  |                   |  |               
|Tel. on duty: 0692-8893924
 0692-6201908 Fax: 0692-8910468          |  |                            

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