|                                                                                                                       |  |             
|---------------------------------------------------------------------------------------------------------------------- |  | ------------
|                                                                                                                       |  | Exhibit 4.96
|                                                                                                                       |  |             
|(This Agreement is prepared with reference to the Model Form issued
 by the State Electricity Regulatory Commission) |  | No. 2009-003

Grid Connection and Dispatching Agreement

For

Zhougongyuan Cascade II

Hydropower Station

Executed in 2009

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CONTENTS

|                   |  |                                                                 |  |   
|------------------ |  | --------------------------------------------------------------- |  | --
|CHAPTER I          |  | DEFINITIONS AND INTERPRETATIONS                                 |  | 4 
|CHAPTER II         |  | REPRESENTATIONS BY THE PARTIES                                  |  | 9 
|CHAPTER III        |  | OBLIGATIONS OF THE PARTIES                                      |  | 10
|CHAPTER IV         |  | CONDITIONS FOR GRID CONNECTION                                  |  | 13
|CHAPTER V          |  | APPLICATION AND ACCEPTANCE FOR GRID CONNECTION                  |  | 15
|CHAPTER VI         |  | GRID CONNECTION AND DISPATCHING DURING THE COMMISSIONING PERIOD |  | 19
|CHAPTER VII        |  | OPERATION UNDER DISPATCHING                                     |  | 21
|CHAPTER VIII       |  | POWER GENERATION SCHEDULE                                       |  | 23
|CHAPTER IX         |  | EQUIPMENT OVERHAUL AND MAINTENANCE                              |  | 25
|CHAPTER X          |  | RELAY PROTECTION AND AUTOMATIC SAFETY DEVICES                   |  | 28
|CHAPTER XI         |  | DISPATCHING AUTOMATION                                          |  | 32
|CHAPTER XII        |  | DISPATCHING COMMUNICATION                                       |  | 34
|CHAPTER XIII       |  | ACCIDENT DISPOSAL AND INVESTIGATION                             |  | 36
|CHAPTER XIV        |  | FORCE
 MAJEURE                                                  |  | 38
|CHAPTER XV         |  | LIABILITIES FOR BREACH OF CONTRACT                              |  | 40
|CHAPTER XVI        |  | EFFECTIVENESS AND VALID TERM                                    |  | 44
|CHAPTER XVII       |  | ALTERATION, ASSIGNMENT AND TERMINATION OF THIS AGREEMENT        |  | 45
|CHAPTER XVIII      |  | DISPUTE RESOLUTION                                              |  | 46
|CHAPTER XIX        |  | APPLICABLE LAW                                                  |  | 46
|CHAPTER XX         |  | MISCELLANEOUS                                                   |  | 46
|SPECIAL PROVISIONS |  | 51                                                             
|APPENDIX I:        |  | DIAGRAM FOR GRID CONNECTION POINTS                              |  | 54
|APPENDIX II:       |  | TECHNICAL PARAMETERS FOR THE POWER PLANT                        |  | 54
|APPENDIX III:      |  | DIVISION OF DISPATCHING RANGE OF POWER PLANT EQUIPMENTS         |  | 56

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(Agreement Number: 2009-003)

Grid Connection and Dispatching Agreement

This Grid Connection and Dispatching
Agreement (hereinafter referred to as this Agreement) is executed by
and between the following two Parties:

Party A:Lishui Electric Power Industry Bureau,
a power grid operation enterprise registered and established with the
Administration for Industrial and Commercial of Zhejiang Province, which
has procured the Power Transmission Permit [3] ( Permit No.: Zhe Bing
010) issued by the Electricity Regulatory Commission/Bureau [2] for
power Transmission business, with the tax registration number of 332501848862337,
its registered address at No. 699, Zhongdong Road, Lishui City, and the
legal representative of which is Du Xiao Ping.

Party B: Suichang County Jiulongshan
Hydroelectric Development Co., Ltd., a power generation enterprise with the legal entity
status, which was registered and established with the Administration for
Industrial and Commercial of Suichang County, with the permit number of 331123000001318,
the tax registration number of 331123733830933, its registered address
atHuangshayao Township, Suichang County, and the legal representative
of which isJohn D. Kuhns.

WHEREAS:

|    |                                                                                                                                                                                                                                               
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Party A is currently operating and managing a power grid which is
 suitable for the operation of power plants, and agrees that the Power Plant
 of Party B could be connected to the power grid pursuant to the provisions of
 this Agreement;

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Party B is owning/constructing, managing and operating/will manage
 and operate a Hydropower Generation Plant (hereinafter referred to as the Power
 Plant) with a total installed capacity of 12.6 MW and the
 installed capacity for Cascade II Hydropower Station of 2×6.3 MW in
 Zhougongyuan Cascade II Hydropower Station, and agrees to connect the Power
 Plant to the power grid of Party A pursuant to the provisions of this
 Agreement.

In order to ensure the safety, high quality
and economic operation of the electric power system, regulate the dispatching
of power grids and grid-connected operations, and protect the legal rights and
interests of both Parties, on the principle of equality, free will and good
faith, both Parties hereto have entered into this Agreement through
consultations in accordance with the Electric Power Law of the Peoples Republic of China,
the Contract
Law of the Peoples Republic of China, the Administration Regulations on the
Dispatching of Power Gridsand other relevant laws and regulations
of the Peoples Republic of China.

CHAPTER I DEFINITIONS AND INTERPRETATIONS

|      |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1   | Unless otherwise required by the context, the following terms used in
 this Agreement shall have the meanings set forth as follows:                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|1.1.1 | Power Dispatching Agency refers to Lishui Electric Power
 Dispatch & Communication Center, an agency in charge of organizing,
 commanding, instructing and coordinating the operation of the electric power
 system pursuant to applicable laws, which is subordinate to Party A.                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|1.1.2 | Power Plant refers to the power generation facilities with
 all auxiliary facilities stretching to the property demarcation point of the
 Hydropower Generation Plant with the total installed capacity of 12.6 MW, and
 the installed capacity for Cascade II Hydropower Station of 2×6.3 MW (there
 are two (2) units, respectively with the capacity of 6.3 MW for No. 1 unit and
 6.3 MW for No. 2 unit, the detailed technical

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|       |                                                                                                                                                                                                                   
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       | parameters please refer to Appendix II) [5], which is
 owned/constructed, managed and operated/ will be managed and operated by
 Party B and located in Huangshayao Township, Suichang County.                    
|       |                                                                                                                                                                                                                   
|1.1.3  | Connection Points refer to the interconnection points
 between the Power Plant and the power grid (please refer to Appendix I).                                                                                 
|       |                                                                                                                                                                                                                   
|1.1.4  | Initial Connection Date refers to the first day on which
 the Power Plant (units) is (are) connected to the power grid.                                                                                         
|       |                                                                                                                                                                                                                   
|1.1.5  | Connection Application refers to the written application
 document submitted by Party B to Party A requesting for connecting its Power
 Plant (units) to the power grid.                                        
|       |                                                                                                                                                                                                                   
|1.1.6  | Connection Method refers to the connection way of connecting
 the primary system of the Power Plant (units) to the power grid.                                                                                  
|       |                                                                                                                                                                                                                   
|1.1.7  | AGC refers to Automatic Generation Control.                                                                                                                                                                     
|       |                                                                                                                                                                                                                   
|1.1.8  | AVC refers to Automatic Voltage Control.                                                                                                                                                                        
|       |                                                                                                                                                                                                                   
|1.1.9  | RTU refers to Remote Terminal Unit.                                                                                                                                                                             
|       |                                                                                                                                                                                                                   
|1.1.10 | Disconnection specially refers to under this Agreement the
 interruption of electric connection between the power grid and the power
 generation equipments which are connected to the power grid for operating.
|       |                                                                                                                                                                                                                   
|1.1.11 | Special Operation Mode refers to the operation arrangement
 of taking unusual                                                                                                                                   

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|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       | connection mode for the Power Plant or the power grid due to certain
 needs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|1.1.12 | Unit Available Capacity refers to the output of the units
 modified at any time due to the restrictions of equipment conditions [6].                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|1.1.13 | Planned Outage refers to the status of the units of Power
 Plant during the planned overhaul and reserve periods, including the general
 overhaul, the maintenance, the general service system planned overhaul, and
 the holiday repairing, the elimination of defects during off-break period and
 the shutdown reserve required by the Power Dispatching Agency, etc.                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|1.1.14 | Unplanned Outage refers to the unavailable status of the
 units of the Power Plant other than Planned Outage. Based on the urgency of
 the needs of outage, the Unplanned Outage can be classified into five
 categories: (1) immediate outage; (2) the outage which could be delayed for a
 short while but the units must exit within six hours; (3) the outage which
 could be postponed over six hours but the units must exit within seventy-two
 hours; (4) the outage which could be deferred over seventy-two hours but the
 units must exit before the next Planned Outage; and (5) the prolonged outage
 which is beyond the period of the Planned Outage.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|1.1.15 | Forced Outage refers to the Categories 1, 2 and 3 of
 Unplanned Outage set forth in Clause 1.1.14.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|1.1.16 | Equivalent Unit Derated Hours refers to the outage hours
 which are converted from derated hours and calculated by the maximum capacity
 on the nameplate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|1.1.17 | Equivalent Unplanned Outage Hours refers to the sum of
 Unplanned Outage hours and unplanned Equivalent Unit Derated Hours.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1.18 | Annual Allowable Planned Outage Hours refers to the annual
 allowable hours for Planned Outage [8] within any given year for the units
 classified by the same type on the same grid [7] which have been determined
 by both Parties according to the recommendations of equipment manufacturers
 and the operating conditions of the Power Plants generation units after
 being connected to the power grid. The Annual Allowable Planned Outage Hours
 for the units can be classified into the Annual Allowable Planned Outage
 Hours for general overhaul years and the Annual Allowable Planned Outage
 Hours for the years without general overhaul.                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|1.1.19 | Annual Allowable Equivalent Unplanned Outage Hours refers
 to the annual allowable hours for equivalent Unplanned Outage [9] within any
 given year for the units classified by the same type on the same grid which have
 been determined by both Parties according to the recommendations of equipment
 manufacturers and the operating conditions of the Power Plants generation
 units after being connected to the power grid. In this Agreement, it only
 refers to the Unplanned Outage caused by Party Bs Reason. The Annual
 Allowable Equivalent Unplanned Outage Hours for the units can be classified
 into the Annual Allowable Equivalent Unplanned Outage Hours for general
 overhaul years and the Annual Allowable Equivalent Unplanned Outage Hours for
 the years without general overhaul.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|1.1.20 | Daily Power Generation Dispatching Plan Curve refers to the
 curve worked out by the Power Dispatching Agency on a daily basis to
 determine the power generation output of the Power Plant for each period of
 time of the next day.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|1.1.21 | Emergencies
 refer to the major accidents occurred to the power generation or power supply
 facilities within the electric power system, including the grid frequency or
 electric voltage exceeds the prescribed limit, the loading of the
 transmission and transformation facilities is over the regulated value, the
 power of trunk circuit exceeds the specified stability limitation and other
 operating conditions which threaten the grid operation safety, may destroy the
 grid stability and eventually lead to the grid collapse or even vast area
 power cut.                                                                                                                                                                                                                                    

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|       |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1.22 | Dispatching Code for Electric Power System [10] refers to
 the code formulated in accordance with the Administration Regulations on the
 Dispatching of Power Grids, the national standards and the
 electric power industry standards, which regulates the dispatching and
 operation of the electric power system within local area.                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.1.23 | Party As Reason refers to the requirements of Party A or
 liabilities attributed to Party A, including the liabilities which should be
 born by Party A for the enlargement of accident range due to Party As
 failure to perform relevant national regulations and standards, etc.                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.1.24 | Party Bs Reason refers to the requirements of Party B or
 liabilities attributed to Party B, including the liabilities which should be
 born by Party B for the enlargement of accident range due to Party Bs
 failure to perform relevant national regulations and standards, etc.                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.1.25 | Power Purchase and Sale Contract refers to the contract
 entered into by and between Party A and Party B regarding the purchase and
 sale of the electricity output generated by the Power Plant and other
 relevant commercial issues.                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.1.26 | Force Majeure
 refers to the objective events which are unforeseen, unavoidable and
 insurmountable, including volcano eruptions, tornados, tsunamis, snowstorms,
 mudslide, landslide, flood, fire, water inflows failing to meet the designed
 standards, earthquakes, typhoons, thunder and lightening and fog flash, etc.
 which exceed the designed standards, and nuclear radiation, wars, plagues and
 riots, etc.
 [11]
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.2    | Interpretations                                                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.2.1  | All headings hereof are only for the convenience of reading and shall
 not affect the interpretations of this Agreement in any way.                                                                                                                                                                                                                                                                                              

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|                                                     |                                                                                                                                                                                                                                    
|---------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.2.2                                                | The Appendices hereto shall have the same legal effect as this
 Agreement.                                                                                                                                                         
|                                                     |                                                                                                                                                                                                                                    
|1.2.3                                                | Unless otherwise agreed by the Parties, this Agreement shall have
 binding force on the lawful successors or assignees of any Party.                                                                                               
|                                                     |                                                                                                                                                                                                                                    
|1.2.4                                                | Unless otherwise required by the context, the year, month and day
 mentioned in this Agreement shall be the year, month and day in Gregorian
 calendar.                                                                            
|                                                     |                                                                                                                                                                                                                                    
|1.2.5                                                | The words Include, Includes or Including herein shall mean
 including without limitation.                                                                                                                                  
|                                                     |                                                                                                                                                                                                                                    
|1.2.6                                                | All numbers and terms mentioned in this Agreement shall include the
 given number.                                                                                                                                                 
|                                                     |                                                                                                                                                                                                                                    
|CHAPTER II REPRESENTATIONS BY THE PARTIES           
|                                                     |                                                                                                                                                                                                                                    
|Any Party hereby represents to the other Party that:
|                                                     |                                                                                                                                                                                                                                    
|2.1                                                  | It is an enterprise that has been duly
 established and validly and legally in existence in accordance with law, and
 has the full right to enter into and the ability to perform this Agreement.                                  
|                                                     |                                                                                                                                                                                                                                    
|2.2                                                  | All procedures required for entering into
 and performing this Agreement (including procuring requisite governmental
 approvals, business license and power business permit, etc.) have been
 accomplished and are legal and valid.

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|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.3                                    | When entering into this Agreement, no
 judgments, verdicts, awards or specific administrative acts have been carried
 out by any courts, arbitration institutes, administrative organs or other
 regulatory bodies that will have material adverse effect on its performance
 of this Agreement.                                                                                                                                                                                                                
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2.4                                    | All internal authorization procedures
 required for executing this Agreement have been accomplished and this
 Agreement is signed by its legal representative or authorized proxy. This
 Agreement shall have binding force on both Parties to this Agreement after it
 comes into effect.                                                                                                                                                                                                                      
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|CHAPTER III OBLIGATIONS OF THE PARTIES
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.1                                    | The obligations of Party A shall include
 the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.1.1                                  | Abiding by the national laws and regulations, the national standards
 and electric power industry standards, for the purpose of maintaining the
 safety, high quality and economic operation of the electric power system, and
 according to the Power Plants technical characteristics and codes and
 specifications of the electric power system, to carry out unified dispatching
 of Power Plant (the dispatching range please refer to Appendix III) on the
 principle of publicity, fairness and justice.
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.1.2                                  | Responsible for the operation management, overhaul and maintenance
 and technological transformation for relevant equipments and facilities of
 the power grid, to meet the needs of normal operations of the Power Plant.                                                                                                                                                                                                                                                                                      
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.1.3                                  | Based on the anticipated objective of electricity generation output
 released by relevant authorities, according to the regulations of the Power
 Purchase and Sale Contract, and considering the actual operating conditions
 of the power grid, to timely work out and deliver to Party B the monthly
 power generation plan, the Daily Power Generation Dispatching Plan Curve and
 the reactive output curve (or voltage curve)                                                                             

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | on schedule.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3.1.4 | To reasonably arrange the overhaul for the facilities of the Power
 Plant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3.1.5 | To support and cooperate with Party B to carry out technological
 transformations or parameter adjustments of relevant facilities; to instruct
 and coordinate the dispatching and operation management of Party B related to
 the power grid; to provide Party B with instruction and coordination and
 requisite technical support for relevant professions and operations in
 connection with the grid operation safety, such as electric facilities, relay
 protection and automatic safety devices, excitation system (including PSS),
 AGC and speed governor system, electric power metering system, electric power
 dispatching communication and dispatching automation, etc.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3.1.6 | According to relevant regulations, to inform Party B of the
 information related to Party B concerning the major defects of facilities of
 the power grid and the power transmission ability relating to the Power Plant
 in a timely fashion, and to regularly disclose to Party B with the electric
 power dispatching information related to Party B.                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3.1.7 | In accordance with the operation requirements of the electric power
 system and the characteristics of the facilities of Party B, to modify
 relevant codes and specifications pursuant to procedures in a timely fashion.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3.1.8 | To take measures to prevent the accidents which could affect the
 safety operation of the electric power system; to regularly carry out special
 and professional safety inspections concerning the grid safety, and formulate
 counter measures against accidents subject to the needs. Subject to the
 authorization by the power regulatory agency, the Power Dispatching Agency
 shall formulate a plan for the grid-plant joint anti-accident exercise and be
 responsible for implementing such plan.                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3.1.9 | To assist Party B in respect of investigations on accidents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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|      |                                                                                                                                                                                                                                                                                                                                                              
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2   | The obligations of Party B shall include the following:                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                              
|3.2.1 | Abiding by the national laws and regulations, the national standards
 and electric power industry standards, to comply with the unified dispatching
 by the Power Dispatching Agency, and reasonably organize the operation of the
 Power Plant for the purpose of maintaining the safety, high quality and
 economic operation of the electric power system.
|      |                                                                                                                                                                                                                                                                                                                                                              
|3.2.2 | To organize the real time operation of the Power Plant according to
 the dispatching instructions of the Power Dispatching Agency, and participate
 in the peak regulation, frequency modulation, voltage regulation and backup
 of the electric power system.                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                              
|3.2.3 | According to the requirements of the Power Dispatching Agency, to
 provide proposals concerning the equipment overhaul plans for the Power Plant
 and to implement the approved overhaul plans and organize the overhaul and
 maintenance of facilities.                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                              
|3.2.4 | To accept the professional instructions and coordination provided by
 Party A pursuant to Clause 3.1.5; and to assign relevant technical and
 overhaul management staff to assist Party A.                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                              
|3.2.5 | To carry out technological transformations or parameter adjustments
 for the facilities according to the needs in a timely fashion, and file such
 transformations or adjustments with Party A (in case of involving grid
 safety, the consent from Party A must be procured).                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                              
|3.2.6 | According to relevant regulations, to provide to Party A with the
 operating conditions for the facilities of the Power Plant and the production
 information, including fuel and water resources, etcin a timely, accurate,
 objective and complete fashion.                                                                                                

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|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|----------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2.7                                     | To formulate field operation codes consistent with the electric power
 system codes and specifications of Party A, and file such codes with Party A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3.2.8                                     | To take measures to prevent accidents that may affect the operation
 safety of the electric power system; to assist Party A in carrying out
 regular special and professional safety inspections relating to the grid
 safety, and implement the precautionary measures proposed during the
 inspections; in case of any specific counter measures against accidents or
 other safety requirements for the electric power system raised by the Power
 Dispatching Agency, to implement and maintain the operations according to the
 requirements; to file relevant documents of safety measures with the Power
 Dispatching Agency; and to participate in the joint anti-accident exercise
 organized by the Power Dispatching Agency..
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3.2.9                                     | To assist Party A in respect of the investigations on accidents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|CHAPTER IV CONDITIONS FOR GRID CONNECTION
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4.1                                       | The primary and secondary equipments of Party B shall conform to the
 national and electric power industry standards, and other relevant
 regulations[12], shall be installed and commissioned according to the design
 requirements approved by the organizations authorized by the State, and shall
 pass the acceptance according to the infrastructure construction procedures
 of the State; the normal operation mode for grid connection has been defined,
 relevant parameters have been adjusted as compatible, equipment settings have
 been set as required, and all conditions for being connected to the power
 grid of Party A and available for the unified dispatching of the Power
 Dispatching Agency are ready.      
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4.2                                       | The relay protection and automatic safety devices (including the
 excitation system                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | and speed regulation system) of the Power Plant shall conform to the
 national and electric power industry standards and other relevant
 regulations, shall be installed and commissioned according to the design
 requirements approved by the organizations authorized by the State, shall
 pass the acceptance according to the infrastructure construction procedures
 of the State, and comply with relevant provisions of Chapter X hereof.                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4.3 | The dispatching automation facilities of the Power Plant [13] shall
 conform to the national and electric power industry standards and other
 relevant regulations, shall be installed and commissioned according to the
 design requirements approved by the organizations authorized by the State,
 shall pass the acceptance according to the infrastructure construction procedures
 of the State, and comply with relevant provisions of Chapter XI hereof.      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4.4 | The power dispatching communication facilities of the Power Plant
 shall conform to the national and electric power industry standards and other
 relevant regulations, shall be installed and commissioned according to the
 design requirements approved by the organizations authorized by the State,
 shall pass the acceptance according to the infrastructure construction
 procedures of the State, and comply with relevant provisions of Chapter XII
 hereof.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4.5 | The energy metering devices of the Power Plant shall be configured
 according to the Technical Administration Code of
 Electric Power Metering Devices (DL / T448-2000), and pass
 the testing and acceptance jointly organized by both Parties [14].                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4.6 | According to the requirements of the Regulations on Safe Protection of
 Computer Monitoring and Control Systems and Dispatching Data Networks of
 Power Grids and Power Plants (No.30 Decree issued by the former
 State Economic and Trade Commission) and relevant regulations, the secondary
 system of the Power Plant shall be protected by safety precautionary
 measures, and approved by the Power Dispatching Agency to be qualified for
 operation.         

14

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|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.7                                                       | All operation and maintenance codes for the Power Plant have been
 formulated and relevant management regulations are complete, and those
 related to the grid safety shall be consistent with the safety management
 regulations of the power grid to which the Power Plant is connected.                                                                                                                                                                                                                                                                                                                                           
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.8                                                       | The Power Plants on-duty operators which are authorized to take
 dispatching instructions shall receive strict training pursuant to the
 provisions of the Administration Regulations on the Dispatching of
 Power Gridsand other relevant regulations, and procure relevant
 qualification certificates before being assigned to the posts.                                                                                                                                                                                                                                                                                        
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.9                                                       | The primary and secondary equipments of Party A to be operated in
 correspondence with the operation of Party B shall conform to the national
 and electric power industry standards and other relevant regulations, shall
 be installed and commissioned according to the design requirements approved
 by the organizations authorized by the State, and pass the acceptance
 according to the infrastructure construction procedures of the State, with
 relevant parameters reasonably compatible, the settings of such equipments
 being set as required and the systems readily available for the Power Plant
 to be connected.
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.10                                                      | Both Parties have worked out relevant accident counter measures
 against possible Emergencies after the grid connection of the Power Plant,
 and such measures shall be filed with the Power Dispatching Agency.                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                         
|CHAPTER V APPLICATION AND ACCEPTANCE FOR
 GRID CONNECTION
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5.1                                                       | Party B shall apply to Party A for the grid connection of its Power
 Plant, and shall be connected in a method as required upon the acceptance of
 Party A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

15

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|      |                                                                                                                                                                                                                                                                                                                                                                                          
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5.2   | Application for Grid Connection                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                          
|      | Party B shall submit the Connection Application to Party A 60 days
 prior to the Initial Connection Date of the Power Plant (units), which shall
 include basic information and the acceptance results of the facilities to be
 connected, the commissioning schedule and plan for the Power Plant (units), etc.,
 and shall be attached with all documents set out in Clause 5.5 hereof.
|      |                                                                                                                                                                                                                                                                                                                                                                                          
|5.3   | Acceptance of Connection Application                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                          
|      | Upon the receipt of the Connection Application from Party B, Party A
 shall carefully review the application according to the provisions of Chapter
 IV hereof and other relevant regulations concerning the grid connection, and
 shall reply in time to Party B without any unreasonable delay.                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                          
|5.3.1 | In the event that the materials provided in the Connection
 Application conform to relevant requirements, Party A shall confirm it within
 thirty (30) days after the receipt of such application from Party B, and send
 a written confirmation notice to Party B fifteen (15) days prior to the
 Initial Connection Date of the units.                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                          
|5.3.2 | In the event that the materials provided in the Connection
 Application do not conform to relevant requirements, Party A shall be
 entitled to refuse such confirmation, but shall notify Party B in written
 form of the reasons for such refusal within thirty (30) days after the
 receipt of such application.                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                          
|5.4   | The Parties hereto shall make arrangements for detailed issues
 relating to the grid connection of the Power Plant when the Connection
 Application is confirmed.                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                          
|5.4.1 | Party A shall, within thirty (30) days prior to the agreed Initial
 Connection Date, provide to Party B with the electric power system data,
 equipment parameters and                                                                                                                                                                                                                   

16

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|      |                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                     
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | system diagrams in
 respect of the Power Plant, including the relay protection settings (or
 limits) for the power grid related to the Power Plant and the settings (or
 limits) for the relay protection and automatic safety devices of Power Plant
 related to the power grid.                                           
|      |                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                     
|5.4.2 | Party A shall provide to Party B with the list of contact persons
 (including the staff authorized to issue dispatching instructions, staff in
 charge of operation modes, relay protection staff, automation staff and
 communication staff) and the details of contact.                                                   
|      |                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                     
|5.4.3 | Party B shall, within fifteen (15) days after the receipt of the
 confirmation notice, submit the commissioning items and plans for grid connection
 to Party A according to its requirements, and negotiate with the Power
 Dispatching Agency to determine the specific timing and procedures for the
 initial connection.
|      |                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                     
|5.4.4 | Party A shall make a written confirmation on the commissioning items
 and plans for grid connection of the units submitted by Party B seven (7)
 days prior to the Initial Connection Date of the Power Plant.                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                     
|5.5   | When submitting the Connection Application, Party B shall provide to
 Party A with accurate materials in Chinese [15] (the parameters to be
 actually measured during the startup process of the grid connection may be
 submitted within twenty (20) days after the grid connection of the units),
 including:             
|      |                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                     
|      | (1)                                                                                                                                                                                                                                                                                                                          | The technical specifications, technical parameters and measured
 parameters (including the zero sequence impedance parameters for the main
 transformers) for the main equipments such as power generators (including
 speed governors and excitation system) and main transformers which are
 required for calculating the tidal current, stability and relay protection
 settings.
|      |                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                     
|      | (2)                                                                                                                                                                                                                                                                                                                          | The drawings (including the drawings for a complete set of
 protections for                                                                                                                                                                                                                                                                                                         

17

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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | generators and transformers) and instruction manuals of the relay
 protection and automatic safety devices which are related to the grid
 operation; and the installation and commissioning reports for the relay
 protection and automatic safety devices within the range of power
 dispatching.                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (3) | Documents such as the technical instructions, technical parameters
 and equipment acceptance reports for the dispatching automatic equipments of
 the Power Plant which are related to Party A, the tele-control information
 form for the Power Plant (including the no-load voltage ratio and
 tele-metering full scale values of current transformers and voltage
 transformers), the completion acceptance report of the energy metering system
 of the Power Plant, and relevant plans and technical documents in respect of
 the safety protection for the computer system of the Power Plant.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (4) | Documents such as drawings, equipment technical specifications and
 equipment acceptance reports for the communication projects which are
 interconnected with or related to the communication network of Party A.                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (5) | The technical instructions and drawings for the unit excitation
 system and PSS devices (design and measured parameters), underexcitation
 limitation, loss of excitation, loss of step protection and dynamic
 monitoring systems.                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (6) | The technical specifications, technical parameters and measured
 parameters of other main equipments related to the grid operation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (7) | Field operation codes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (8) | Primary electric wiring diagrams.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

18

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|                                                                            |                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                  
|--------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                            | (9)                                                                                                                                                                                                                                                                                                                                     | The startup and shutdown curves and the load increasing and
 decreasing rate of the units, relevant parameters and materials concerning
 AGC, AVC and inherent frequency modulation of the units.
|                                                                            |                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                  
|                                                                            | (10)                                                                                                                                                                                                                                                                                                                                    | Measures to ensure the electric power utility of the Power Plant.                                                                                                                                
|                                                                            |                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                  
|                                                                            | (11)                                                                                                                                                                                                                                                                                                                                    | The units commissioning plans, and startup commissioning schemes for
 the step-up substation and the units.                                                                                      
|                                                                            |                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                  
|                                                                            | (12)                                                                                                                                                                                                                                                                                                                                    | Name list of the on-duty operators of the Power Plant who are
 authorized to take dispatching instructions and the photocopies of their
 qualification certificates and contact details.         
|                                                                            |                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                  
|                                                                            | (13)                                                                                                                                                                                                                                                                                                                                    | Name list and contact details for the professional staff in the
 fields of operation mode, relay protection, automation and communication.                                                       
|                                                                            |                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                  
|                                                                            | (14)                                                                                                                                                                                                                                                                                                                                    | Relevant hydrological materials of the hydropower station.                                                                                                                                       
|                                                                            |                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                  
|CHAPTER VI GRID CONNECTION AND
 DISPATCHING DURING THE COMMISSIONING PERIOD
|                                                                            |                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                  
|6.1                                                                         | In accordance with the commissioning items and plans confirmed by
 Party A, Party B may carry out the commissioning for the grid-connected
 operation of the Power Plant.                                                                                                                                                              
|                                                                            |                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                  
|6.1.1                                                                       | The commissioning units of the Power Plant shall be regarded as the
 operating equipments connected to the grid, which shall be incorporated into
 the unified operation and management of the electric power system, abiding by
 the operational codes and specifications of the electric power system and
 complying with the unified

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | dispatching.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|6.1.2 | The Power Plant shall, according to the
 commissioning items and plans which have been confirmed, prepare a detailed
 commissioning scheme for the connection of units and report to the Power
 Dispatching Agency item by item [16] in accordance with the commissioning
 schedule.                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|6.1.3 | The specific commissioning operations for
 grid connection shall be performed in strict accordance with the dispatching
 instructions.                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|6.1.4 | In case of any operation of the equipments
 only managed by the Power Plant itself, which may bring about impact on the
 power grid, Party B shall inform the Power Dispatching Agency in advance to
 make preparations and accident forecasts, and implement in strict accordance
 with the commissioning scheme.                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|6.2   | Party A shall assist Party B in the
 grid-connected commissioning.                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|6.2.1 | The Power Plant during the grid-connected
 commissioning period shall be incorporated into the formal dispatching range,
 and shall be managed and dispatched in accordance with relevant codes and
 specifications of the electric power system.                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|6.2.2 | According to the requirements of the Power
 Plant and the conditions of the power grid, Party A shall formulate special
 commissioning dispatching schemes (including emergency treatment measures),
 and reasonably arrange the dispatching items and dispatching plans for the
 Power Plant. The commissioning dispatching scheme and specific commissioning
 plan shall be notified to the Power Plant three (3) days prior to the start
 of commissioning.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|6.2.3 | Through consultations and agreement with
 the Power Plant, rolling adjustments may                                                                                                                                                                                                                                                                                                                                                                            

20

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|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                         | be made to the commissioning plan according
 to the commissioning progress of the units and the grid operating conditions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|6.2.4                                    | The Power Dispatching Agency may send
 relevant staff as required for field dispatching, and provide necessary
 technical guidance or support.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|6.3                                      | Party A must prepare an emergency plan for
 any possible Emergencies during the commissioning period of Party B, defining
 the principles of settlements and the specific measures to handle
 Emergencies, so as to ensure the safety of the electric power system and
 equipments.                                                                                                                                                                                                                                                                                                             
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|CHAPTER
 VII OPERATION UNDER DISPATCHING
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|7.1                                      | During the operation period, the on-duty
 operators of the Power Plant shall strictly follow the dispatching
 instructions given by the on-duty dispatchers of the Power Dispatching
 Agency.                                                                                                                                                                                                                                                                                                                                                                                                   
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|7.1.1                                    | The Power Plant must implement the
 dispatching instructions released by the Power Dispatching Agency in a prompt
 and accurate manner, and shall not refuse or delay the implementation with
 any excuse. In case that implementing a dispatching instruction may endanger
 the personnel or equipments, the on-duty operators of the Power Plant shall
 immediately report to the on-duty dispatchers of the Power Dispatching Agency
 and clarify the reasons, and the on-duty dispatchers of the Power Dispatching
 Agency shall decide whether to continue such implementation or not [17].
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|7.1.2                                    | As for those equipments within the range of
 direct dispatching by the Power Dispatching Agency, the Power Plant must
 strictly follow the relevant operation rules of dispatching and carry out
 operations according to the dispatching instructions, and                                                                                                                                                                                                                                                                                                                                     

21

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | shall honestly report the field conditions
 and answer the inquiries from the on-duty dispatchers of the Power
 Dispatching Agency.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|7.1.3 | As for those equipments within the
 licensing dispatching range of the Power Dispatching Agency, the on-duty
 operators of the Power Plant shall make a report to the on-duty dispatchers
 of the Power Dispatching Agency prior to the operations, and only upon an
 approval, such operations may be carried out according to the Dispatching
 Code for Electric Power System and the field operation regulations of the
 Power Plant.                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|7.2   | The Power Dispatching Agency shall
 reasonably arrange the Daily Power Generation Dispatching Plan Curve of the
 Power Plant according to relevant requirements. During the operation period,
 the on-duty dispatchers may make appropriate adjustment to the Daily Power
 Generation Dispatching Plan Curve according to the actual operating
 conditions, and such adjustment shall be notified to the on-duty operators of
 the Power Plant fifteen (15) minutes in advance.                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|7.3   | In case of any abnormal condition of the
 operating equipments of the Power Plant, Party B shall, according to the
 regulations of the Dispatching Code for Electric Power System, bring forth an
 overhaul application to the Power Dispatching Agency in advance. The Power
 Dispatching Agency shall, according to the regulations of the Dispatching
 Code for Electric Power System and the actual conditions of the power grid,
 approve such overhaul application at appropriate time upon going through
 specified procedures. In the event that the equipments need an urgent outage,
 the Power Dispatching Agency shall make a prompt reply judging from the
 actual conditions. Party B shall follow the final approval from the Power
 Dispatching Agency [18].
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|7.4   | The Power Dispatching Agency shall, on the
 principle of the units on the same grid, of the same type and with the same
 technical conditions shall be modulated to a basically same magnitude, and
 considering both the power grid structure and the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

22

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|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                        | electric technical conditions of the Power
 Plant, arrange the Power Plant to be involved in the peak regulation,
 frequency modulation, voltage regulation and reserve of the electric power
 system in a safety, high quality and economic manner.                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7.5                                     | In case of any Special Operation Mode of
 Party A due to the equipment upgrading or transformation which may affect the
 normal operation of the Power Plant, the Power Dispatching Agency shall
 notify the Power Plant of relevant plans seven (7) days in advance and
 implement the plan which has been determined through consultation.                                                                                                                                                                                                                                                                                                                                                           
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7.6                                     | In case of any Special Operation Mode of
 Party B due to the equipment upgrading or transformation which may affect the
 normal operation of the power grid, Party B shall notify the Power
 Dispatching Agency of relevant amended plans seven (7) days in advance and
 implement the plan which has been made through consultation.                                                                                                                                                                                                                                                                                                                                                                  
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7.7                                     | The Power Dispatching Agency shall consult
 with the grid-connected Power Plant to convene grid-plants joint meetings on
 a regular basis and invite Party B to participate, during which, the
 operating conditions of the power grid will be analyzed, the system tendency
 will be predicted, the implementations of relevant grid safety and technical
 measures will be demonstrated, and the disposal of major issues concerning
 the operation of the electric power system will be discussed. Party B shall
 participate in such joint meetings, and report the operating conditions of
 the Power Plant and the implementations of relevant safety and technical
 measures of the Power Plant.
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7.8                                     | Both Parties shall exchange the name lists
 of on-duty staff in written form and notify any alteration thereof promptly.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|CHAPTER
 VIII POWER GENERATION SCHEDULE
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|8.1                                     | Party B shall, pursuant to the signed Power
 Purchase and Sale Contract and the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

23

---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | actual operating conditions of the Power
 Plant, submit the proposals for power generation schedules of the Power Plant
 for the year, the month, the holiday or Special Operation Mode pursuant to
 the following requirements:                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                  
|    | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Party B shall submit the power generation
 schedule proposal for the subsequent year to Party A thirty (30) days before
 the Initial Connection Date and before November 15 of each following year.                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                  
|    | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Party B shall submit the power generation
 schedule proposal for the subsequent month to Party A before the 20th
 day of each month.                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                  
|    | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Party B shall submit the power generation
 schedule proposal for the holiday or the Special Operation Mode period to
 Party A ten (10) days before the statutory national holidays (including the
 New Years Day, the Spring Festival, the Labors Day and the National Day, etc.)
 or the occurrence of Special Operation Mode.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                  
|8.2 | According to the Power Purchase and Sale
 Contract, and considering the power generation schedule proposals submitted
 by Party B [19], Party A shall notify Party B of the annual month-specific
 power generation schedule for the subsequent year before December 25 of each
 year.                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                  
|8.3 | According to the annual month-specific
 power generation schedule formulated pursuant to Clause 8.2 hereof, and
 considering the progress of power generation output fulfilled by the Power
 Plant and the recent load conditions of the power grid, Party A shall notify
 Party B of the power generation schedules for the subsequent month, the
 holiday or the Special Operation Mode before the end of each month or five
 (5) days before the statutory national holiday or the occurrence of Special
 Operation Mode.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                  
|8.4 | According to the monthly power generation
 schedule formulated pursuant to Clause 8.3 hereof, the actual conditions of
 the power grid and the data provided by the Power Plant (the Power Plant must
 report to the Power Dispatching Agency before 9:00 every day the maximum
 available capacity or the variation of available capacity                                                                                                                                                                                  

24

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|                                               |                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                
|---------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------
|                                               | of the power
 generation units, and the defects and malfunctions that affect the capability of its power generation equipments and the
 operating conditions of the AGC of the units), the Power Dispatching Agency
 shall prepare the Daily Power Generation Dispatching Plan Curve of the Power
 Plant for the next day, and release such curve to the Power Plant before
 17:00 every day.
|                                               |                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                
|8.5                                            | The Power Plant shall strictly implement
 the Daily Power Generation Dispatching Plan Curve (including the curve
 temporarily modified by the on-duty dispatchers) and the dispatching
 instructions released by the Power Dispatching Agency, timely adjust the
 active output of the units and arrange the generation and operation of the
 Power Plant accordingly.                       
|                                               |                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                
|CHAPTER
 IX EQUIPMENT OVERHAUL AND MAINTENANCE
|                                               |                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                
|9.1                                            | The overhaul and maintenance for the
 grid-connected facilities of the Power Plant shall be carried out on
 schedule.                                                                                                                                                                                                                                                                        
|                                               |                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                
|9.1.1                                          | Party B shall, while submitting the power
 generation schedule proposals for the year, the month, the holidays and the
 Special Operation Mode to Party A as provided herein, submit the equipment
 overhaul and maintenance schedule proposals for the year, the month, the
 holidays and the Special Operation Mode to the Power Dispatching Agency.                                       
|                                               |                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                
|9.1.2                                          | Through consultations of the both Parties,
 the Power Dispatching Agency shall incorporate the equipment overhaul and
 maintenance schedules of the Power Plant into the overhaul and maintenance
 schedule of the electric power system for the year, the month, the holidays
 and the Special Operation Mode                                                                               
|                                               |                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                
|                                               | (1)                                                                                                                                                                                                                                                                                                                                                                                           | Before December 25 of each year, the
 approved equipment overhaul and maintenance schedule of the Power Plant for
 the subsequent year shall be

25

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                              
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                             | notified to the Power Plant.                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                              
|      | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                         | Before the end of each month, the approved
 equipment overhaul and maintenance schedule of the Power Plant for the
 subsequent month shall be notified to the Power Plant.                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                              
|      | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                         | Three (3) days prior to a statutory
 national holiday or three (3) days prior to the occurrence of Special
 Operation Mode, the equipment overhaul and maintenance schedule for such
 holiday or Special Operation Mode shall be notified to the Power Plant.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                              
|9.2   | In the event that the Power Plant needs to
 eliminate the defects during load valley period (from 22:00 to 7:00 of the
 subsequent day), an application shall be made to the Power Dispatching Agency
 before 9:00 of the current day. The Power Dispatching Agency shall arrange
 such eliminations as far as possible according to the grid conditions, and
 modify the Daily Power Generation Dispatching Plan Curve in a timely manner.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                              
|9.3   | Overhaul Application and Approval                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                              
|      | Before the start of actual overhaul of
 equipments, the Power Plant shall submit an overhaul application to the Power
 Dispatching Agency, and only upon being approved, the overhaul may be
 started.                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                              
|9.3.1 | The overhaul application shall be submitted
 to the Power Dispatching Agency seven (7) days prior to the start of actual
 overhauls.                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                              
|9.3.2 | The overhaul application shall include the
 names of equipments to be overhauled, the overhaul descriptions, the
 isolation measures and the requirements for the system, etc.                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                              
|9.3.3 | The Power Dispatching Agency shall inform
 the Power Plant of the approval                                                                                                                                                                                                                                                                                                                                                                 

26

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | concerning the overhaul application one (1)
 or two (2) days before the start of actual overhaul, and indicate the safety
 measures that should be taken by the Power Plant and other relevant
 requirements, in the meanwhile, an emergency plan for accidents shall be
 prepared.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.4   | Party B shall strictly implement the
 approved overhaul schedule and complete the overhaul on schedule.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.4.1 | In the event that the Power Plant fails to
 carry out overhauls according to the approved schedule due to its own
 reasons, an application for modifying the overhaul schedule may be submitted
 to the Power Dispatching Agency one (1) day before the planned commencement
 date which has been approved. The Power Dispatching Agency shall make
 reasonable adjustments to the overhaul schedule according to the grid operating
 conditions. If such adjustment is practicable, the adjusted overhaul schedule
 shall be notified to the Power Plant one day in advance; if impracticable,
 the Power Plant shall try all possible means to implement the originally
 approved schedule, otherwise, the Power Dispatching Agency shall not arrange
 other overhauls for the current year in principle.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.4.2 | In case of any necessity of extending the
 overhaul period, the Power Plant shall apply to the Power Dispatching Agency
 for the extension of such period before half of the approved overhaul period
 has elapsed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.4.3 | In the event that the Power Plant fails to
 carry out overhauls of the units as scheduled due to the needs of operating
 the electric power system, the Power Dispatching Agency shall consult with
 the Power Plant in advance, and make relevant adjustments to the overhaul
 schedule and notify the Power Plant. If the units must operate over the
 prescribed time limit, both Parties shall consult with each other to decide
 the emergency measures for possible Emergencies which might occur during the
 overtime-operating period as well as the procedures of switching to the
 overhaul status, and handle the matters according to relevant provisions.                                                                                                                                     

27

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|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                      
|-------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|9.5                                                      | In the event that the overhaul of primary
 equipments of the power grid affects the output of the Power Plant, such
 overhaul shall be arranged in coordination with the overhauls for the
 equipments of the Power Plant (or shutdown reserve) as far as possible.                                                                                                                                                                                                                                                                                                
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                      
|9.6                                                      | The Power Dispatching Agency shall make
 reasonable arrangement for the overhaul of the secondary equipments, such as
 the relay protection and automatic safety devices, the power dispatching
 automation and the power dispatching communication system, etc.
 of the power grid and the Power Plant within the dispatching range. The
 overhaul of secondary equipments shall not affect the normal operation of
 primary equipments in principle; otherwise, it shall be arranged in
 coordination with the overhaul of primary equipments as far as possible.
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                      
|9.7                                                      | After completing the overhaul of
 equipments, the Power Plant shall promptly report to the Power Dispatching
 Agency and restore the operation of equipments according to specified
 procedures.                                                                                                                                                                                                                                                                                                                                                                   
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                      
|CHAPTER
 X RELAY PROTECTION AND AUTOMATIC SAFETY DEVICES
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                      
|10.1                                                     | Party A shall strictly abide by the codes
 and specifications concerning the design, operation and management of relay
 protection and automatic safety devices, take charge of operation management
 of relay protection and automatic safety devices within the range of
 dispatching, and conform to the following requirements:                                                                                                                                                                                                                                
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                         | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | To take charge of calculation of settings
 and the operation of relay protection and automatic safety devices within the
 range of dispatching, and to make analysis and assessment of the operation of
 the devices.
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                      
|                                                         | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | To be responsible for the commissioning and
 regular testing and maintenance of the relay protection and automatic safety
 devices within its dispatching range in                                                   

28

---



|     |                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                   
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                       | order to make such devices satisfy the set
 technical requirements and conform to the setting requirements of the Power
 Dispatching Agency, and to keep complete commissioning reports and records.                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (3)                                                                                                                                                                                                                                                                                                                   | Once the relay protection and automatic
 safety devices of the power grid have started running, Party A shall
 immediately analyze the reasons and take measures in accordance with the
 codes, and submit relevant materials to the Power Dispatching Agency. In case
 the Power Plant is concerned, Party A shall cooperate with the Power Plant to
 make analysis and treatment of the accidents.              
|     |                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (4)                                                                                                                                                                                                                                                                                                                   | In case of any malfunction or defect of the
 relay protection and automatic safety devices of the power grid, Party A
 shall immediately take measures in accordance with the codes, analyze the
 causes and promptly take precautionary measures. In case the Power Plant is
 concerned, Party A shall inform the Power Plant of relevant information in
 written form.                                          
|     |                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (5)                                                                                                                                                                                                                                                                                                                   | To provide instructions and assistance to
 the Power Plant in respect of the setting and operation of relevant relay
 protection and automatic safety devices, and to provide necessary technical
 support.                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (6)                                                                                                                                                                                                                                                                                                                   | To strictly implement the counter measures
 against accidents for relay protection and automatic safety devices
 promulgated by the State and relevant authorities.                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (7)                                                                                                                                                                                                                                                                                                                   | Before the 25th of each month, to finish
 the analysis report on the operation of relay protection and automatic safety
 devices for the previous month, and to provide a copy to Party B.                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                   
|10.2 | Party B shall strictly abide by the codes
 and specifications concerning the design, operation and management of relay
 protection and automatic safety devices, take charge of operation management
 of relay protection and automatic safety devices under its control, and
 conform to the following requirements:
|     |                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (1)                                                                                                                                                                                                                                                                                                                   | To take charge of calculation of settings
 and the operation of the relay protection and automatic safety devices
 belonging to the Power Plant (the settings for relay protection and automatic
 safety devices which belong to the Power Plant but within the range of
 dispatching shall be released by the Power Dispatching Agency, and the
 settings for other relay protection and automatic safety devices

29

---



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | shall be calculated and set by the Power
 Plant itself and filed with the Power Dispatching Agency), and to make
 analysis and assessment of the operation of the devices.                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (2) | To be responsible for the commissioning and
 regular testing and maintenance of the relay protection and automatic safety
 devices under its control in order to make such devices satisfy the set
 technical requirements and conform to the setting requirements, and to keep
 complete commissioning reports and records.                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (3) | The relay protection and automatic safety
 devices related to the grid operation must be matched up with the relay
 protection and automatic safety devices of the power grid and the type
 selection of relevant equipments shall be subject to the approval of the
 Power Dispatching Agency.                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (4) | In case of any change of the operation
 status of the relay protection and automatic safety devices of Party A, the
 Power Plant shall timely modify the settings and operation status of the
 relay protection and automatic safety devices under its control according to
 the requirements of the Power Dispatching Agency.                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (5) | Once the relay protection and automatic
 safety devices of the Power Plant have started running, Party B shall
 immediately report to the on-duty dispatcher of the Power Dispatching Agency
 and analyze the reasons and take measures in accordance with the codes, and
 submit relevant materials to the Power Dispatching Agency upon request. In
 case the power grid is concerned, Party B shall cooperate with the Power
 Dispatching Agency to make analysis and treatment of the accidents.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (6) | In case of any malfunction or defect of the
 relay protection and automatic safety devices of the Power Plant, Party B
 shall immediately report to the on-duty dispatcher of the Power Dispatching
 Agency, take measures in accordance with the codes, analyze the causes and
 promptly take precautionary measures. In case the power grid is concerned,
 Party B shall report to the Power Dispatching Agency with relevant written
 materials.                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (7) | To strictly implement the counter measures
 against accidents for relay protection and automatic safety devices
 promulgated by the State and relevant authorities.                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (8) | Before the 5th day of each
 month, to finish the analysis report on the operation of the relay protection
 (including line protection, transformer protection, generator                                                                                                                                                                                                                                                                                                                            

30

---



|       |                                                                                                                                                                                                                                          |                                                                               
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------
|       | protection and busbar protection) and
 automatic safety devices of the Power Plant for the previous month, and to
 provide a copy to the Power Dispatching Agency.                                                                      
|       |                                                                                                                                                                                                                                          |                                                                               
|10.3   | In order to improve the stability of the
 electric power system, both Parties shall upgrade and transform the
 equipments in a timely manner.                                                                                           
|       |                                                                                                                                                                                                                                          |                                                                               
|10.3.1 | Both Parties upgrading and transformation
 for the relay protection and automatic safety devices shall be coordinated
 with each other, so as to ensure the compatibility and consistency between
 the equipments of both Parties [20].
|       |                                                                                                                                                                                                                                          |                                                                               
|10.3.2 | The equipments after transformation shall
 not be put into operation through specific procedures until having been
 commissioned and passed the acceptance and confirmed as qualified [21].                                             
|       |                                                                                                                                                                                                                                          |                                                                               
|10.4   | The relay protection and automatic safety
 devices of Party B shall reach the following main operation standards
 (excluding the malfunction and missing operation caused by Party As Reason):                                         
|       |                                                                                                                                                                                                                                          |                                                                               
|       | (1)                                                                                                                                                                                                                                      | The service factor for the main protection
 of relay protections [22] ≥99.0%. 
|       |                                                                                                                                                                                                                                          |                                                                               
|       | (2)                                                                                                                                                                                                                                      | The accuracy rate for the running of
 protections with 220kv and above ≥98.5%.
|       |                                                                                                                                                                                                                                          |                                                                               
|       | (3)                                                                                                                                                                                                                                      | The availability for fault recording [23]
 ≥98.5%.                            
|       |                                                                                                                                                                                                                                          |                                                                               
|       | (4)                                                                                                                                                                                                                                      | The operation rate of automatic safety
 devices ≥100%.                        
|       |                                                                                                                                                                                                                                          |                                                                               
|       | (5)                                                                                                                                                                                                                                      | The accuracy rate for the running of
 automatic safety devices ≥100%.         
|       |                                                                                                                                                                                                                                          |                                                                               
|10.5   | Both Parties shall respectively designate
 staff to take charge of the maintenance for the operation of relay protection
 and automatic safety devices, and ensure the normal operation.                                                

31

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CHAPTER
XI DISPATCHING AUTOMATION

|     |                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                     
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|11.1 | Party A shall strictly abide by the codes
 and specifications concerning the design, operation and management of the
 dispatching automation system, take charge of operation and maintenance for the dispatching automation system
 at the dispatching end, and conform to the following requirements: 
|     |                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                     
|     | (1)                                                                                                                                                                                                                                                                                                      | Supervising the reliable operation of the
 dispatching automation system, being responsible for monitoring the operating
 condition of the dispatching automation system and coordinating the major
 problems arising out of the operation.                                         
|     |                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                     
|     | (2)                                                                                                                                                                                                                                                                                                      | Taking measures to facilitate the
 connection of automation signals of the Power Plant according to the design
 requirements.                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                     
|     | (3)                                                                                                                                                                                                                                                                                                      | Timely and accurately transmitting relevant
 signals of the system to the dispatching automation system of the Power
 Plant.                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                     
|     | (4)                                                                                                                                                                                                                                                                                                      | Making timely analysis of the fault causes
 for the dispatching automation system and taking precautionary measures.                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                     
|     | (5)                                                                                                                                                                                                                                                                                                      | Providing instruction and assistance to
 Party B in the operation maintenance of the dispatching automation system,
 and cooperating with Party B in respect of the investigation on accidents.                                                                                     
|     |                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                     
|     | (6)                                                                                                                                                                                                                                                                                                      | The computer monitoring and control system
 shall conform to the Regulations on Safe Protection of Computer
 Monitoring and Control Systems and Dispatching Data Networks of Power Grids
 and Power Plants (No.30 Decree issued by the former State Economic
 and Trade Commission).
|     |                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                     
|11.2 | Party B shall strictly abide by the codes
 and specifications concerning the design, operation and management of the
 dispatching automation system, take charge of operation and maintenance for
 the dispatching automation system at the Power Plant end, and conform to the
 following requirements:
|     |                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                     
|     | (1)                                                                                                                                                                                                                                                                                                      | The telecontrol data from the Power Plant
 RTU, the computer monitoring and control system or the energy acquisition and
 transmission devices and the electric energy metering data shall be
 transmitted to the dispatching automation                                            

32

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|     |                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                       | system and the electric energy metering
 system of the Power Dispatching Agency according to the transmission
 protocols in line with the national or industry standards. The electric
 energy metering system shall pass the testing by a qualified testing agency
 approved by both Parties, so as to ensure the accuracy of data transmission.
 The quantity and accuracy of the real time messages concerning the operating
 equipments of the Power Plant shall satisfy the relevant regulations of the
 State and the operation requirements of the Power Dispatching Agency.                                                                                                                            
|     |                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (2)                                                                                                                                                                                                                                                                   | Making timely analysis of the fault causes
 for the dispatching automation system under its control and taking
 precautionary measures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (3)                                                                                                                                                                                                                                                                   | Providing assistance to Party A in the
 operation maintenance of the dispatching automation system, and cooperating
 with Party A in respect of the investigations on accidents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (4)                                                                                                                                                                                                                                                                   | The computer monitoring and control system
 of the Power Plant shall conform to theRegulations on Safe Protection of Computer
 Monitoring and Control Systems and Dispatching Data Networks of Power Grids
 and Power Plants (No.30 Decree issued by the former State Economic
 and Trade Commission).                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (5)                                                                                                                                                                                                                                                                   | When the Power Plant (units) equipped with
 AGC participates in the power generation control of the power grid, the AGC
 instruction signals released by the Power Dispatching Agency shall be capable
 of being transmitted accurately to the AGC system of the Power Plant via the
 RTU or the computer monitoring and control system of the Power Plant. When
 the Power Plant (units) equipped with AVC participates in the voltage control
 of the power grid, the AVC instruction signals released by the Power
 Dispatching Agency shall be capable of being transmitted accurately to the
 AVC system of the Power Plant via the RTU or the computer monitoring and
 control system of the Power Plant.
|     |                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|11.3 | Both Parties shall operate and maintain the
 automation equipments in accordance with the Dispatching Code for Electric
 Power System and relevant codes concerning the dispatching automation system,
 and shall not withdraw or shut down the equipments at random.

33

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|                                       |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                
|-------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|11.4                                   | The RTU, the computer monitoring and
 control system, the electric energy acquisition and transmission devices of
 the Power Plant shall reach the following main operation standards:                                                                                                                        
|                                       |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                
|                                       | (1)                                                                                                                                                                                                                                                                                                            | The availability of RTU or the tele-control
 station of the computer monitoring and control system (monthly) ≥
 98.0%.                                                                                                                                                         
|                                       |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                
|                                       | (2)                                                                                                                                                                                                                                                                                                            | The accuracy error of telemeter ≤0.5.                                                                                                                                                                                                                                          
|                                       |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                
|                                       | (3)                                                                                                                                                                                                                                                                                                            | The availability of unit AGC [24]
 ≥98.0%.                                                                                                                                                                                                                                     
|                                       |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                
|                                       | (4)                                                                                                                                                                                                                                                                                                            | The availability of unit AVC ≥98.0%.                                                                                                                                                                                                                                           
|                                       |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                
|11.5                                   | Both Parties shall respectively designate
 staff to take charge of the operation and maintenance of the dispatching
 automation systems under their respective control, and ensure the normal
 operation.                                                                                                     
|                                       |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                
|CHAPTER
 XII DISPATCHING COMMUNICATION
|                                       |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                
|12.1                                   | Party A shall strictly abide by the codes
 and specifications concerning the design, operation and management of the
 dispatching communication system, take charge of operation and maintenance
 for the dispatching communication system at the dispatching end, and conform
 to the following requirements:
|                                       |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                
|                                       | (1)                                                                                                                                                                                                                                                                                                            | Supervising the reliable operation of the
 dispatching communication system, taking charge of the monitoring and
 dispatching commanding of the operating conditions of the dispatching
 communication system and coordinating material problems arising out of the
 operation.
|                                       |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                
|                                       | (2)                                                                                                                                                                                                                                                                                                            | Taking charge of the operation and
 maintenance of the dispatching communication system and the communication
 lines, and ensuring the reliable operation.                                                                                                                     
|                                       |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                
|                                       | (3)                                                                                                                                                                                                                                                                                                            | Making timely analysis of the fault causes
 for the dispatching communication system and taking precautionary measures.                                                                                                                                                        

34

---



|     |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                    
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (4)                                                                                                                                                                                                                                                                                                            | Providing instructions and assistance to
 Party B in respect of the operation and maintenance of the dispatching
 communication system, and cooperating with Party B in respect of the
 investigation on accidents.
|     |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                    
|12.2 | Party B shall strictly abide by the codes
 and specifications concerning the design, operation and management of the
 dispatching communication system, take charge of the operation maintenance
 for the dispatching communication system at the Power Plant end, and conform
 to the following requirements:
|     |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                    
|     | (1)                                                                                                                                                                                                                                                                                                            | Taking charge of the operation maintenance
 for the dispatching communication system at the Power Plant end and ensuring
 the reliable operation.                                                                  
|     |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                    
|     | (2)                                                                                                                                                                                                                                                                                                            | Making timely analysis of the fault causes
 for the dispatching communication system and taking precautionary measures.                                                                                            
|     |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                    
|     | (3)                                                                                                                                                                                                                                                                                                            | Providing assistance to Party A in respect
 of the operation and maintenance of the dispatching communication system, and
 cooperating with Party A in respect of the investigations on accidents.                 
|     |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                    
|12.3 | The types and configurations for the
 communication equipments of Party B which will be connected to the power
 communication network of Party A shall be compatible and consistent with
 those of Party A, and shall be approved by Party A.                                                                 
|     |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                    
|12.4 | In case of using any carrier-frequency and
 radio-frequency related to Party As electric power communication network,
 Party B shall submit an application to Party A, and shall not use the
 relevant frequency without the written confirmation of Party A.                                                
|     |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                    
|12.5 | Both Parties shall prepare a standby
 communication system so as to ensure the communication uninterrupted by any
 Emergencies occurred to the power grid or the Power Plant.                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                    
|12.6 | The dispatching communication system of
 Party B shall reach the following main                                                                                                                                                                                                                               

35

---



|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                  | operation standards:                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                  | Service factor of communication circuit:                                                                                                                                                                                                                                                                                                                                                                                                
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                  | Service factor of optical communication
 circuit ≥99.98%.                                                                                                                                                                                                                                                                                                                                                                               
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                  | Service factor of communication equipment:                                                                                                                                                                                                                                                                                                                                                                                              
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                  | Service factor of optical communication
 equipment ≥99.99%.                                                                                                                                                                                                                                                                                                                                                                             
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|12.7                                              | Both Parties shall respectively designate
 staff to take charge of the operation maintenance of the dispatching
 communication system under their respective control, and ensure the normal
 operation.                                                                                                                                                                                                                                 
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|CHAPTER
 XIII ACCIDENT DISPOSAL AND INVESTIGATION
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|13.1                                              | The Power Dispatching Agency and the Power
 Plant shall, in accordance with their respective controlled range and
 relevant regulations of the Dispatching Code for Electric Power System and
 the Power Plant field operation codes, handle the accidents in a correct and
 prompt manner and timely inform each other of treatment situation.                                                                                         
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|13.2                                              | The accidents of equipments within the
 dispatching range of the Power Dispatching Agency shall be handled strictly
 following the instructions of the on-duty dispatchers of the Power
 Dispatching Agency (excluding those that can be handled without dispatching
 instructions as clearly specified in the field codes).                                                                                                            
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|13.3                                              | The Power Dispatching Agency shall,
 according to the Guide on Safety and Stability for Power System
 (DL 755-2001), the Dispatching Code for Electric Power System and other
 relevant regulations, and considering the grid structure, the operation
 characteristics and the specific conditions of the Power Plant, formulate
 principles for accident disposal and specific counter measures against
 accidents, and raise specific

36

---



|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       | requirements on the necessary measures to
 be taken by the Power Plant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|13.3.1 | In case of any Emergencies that threaten
 the security of the power grid, the on-duty dispatchers of the Power
 Dispatching Agency may take necessary measures to ensure and restore the safe
 operation of the power grid, including adjusting the power generation output
 of the Power Plant, issuing instructions to start or shut down units, or
 disconnecting the Power Plant, etc.                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|13.3.2 | In case that the Power Plant or any of the
 units has to be disconnected, the Power Dispatching Agency shall, after the
 termination or remedy of the Emergencies, restore the connection and
 operation of the Power Plant or the unit.                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|13.3.3 | The Power Dispatching Agency shall explain
 to Party B the reasons for disconnecting the Power Plant or the unit after
 the accident.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|13.4   | The Party or Parties suffering from
 accident(s) shall carry out accident investigation according to the Codes of
 Investigation on Electric Power Production Accidents. The
 conclusions of the investigation shall include causes of accident,
 responsible party for the accident and the responsibilities, and the counter
 measures against accidents to prevent similar accidents. The responsible
 party for the accident shall take the responsibilities according to the
 investigation conclusion, and implement the counter measures against
 accidents in a timely fashion.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|13.4.1 | During the grid accident investigation
 carried out by Party A, Party B shall be invited to participate when it is
 involved. Party B shall provide support to the work of Party A and cooperate
 in the field investigation by providing accident analysis materials such as
 the fault recording diagrams, the operating conditions at the time of
 accident and relevant data,etc.                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|13.4.2 | During the Power Plant accident
 investigation carried out by Party B, Party A shall be                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

37

---



|                            |                                                                                                                                                                                                                                                                                                             |                                                                                                                                                           
|--------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|                            | invited to participate when it is involved.
 Party A shall provide support to the work of Party B and cooperate in the
 field investigation by providing accident analysis materials such as fault
 recording diagram, the operating conditions at the time of accident and
 relevant data, etc.           
|                            |                                                                                                                                                                                                                                                                                                             |                                                                                                                                                           
|13.4.3                      | As for the accidents involving both the
 Power Plant and the power grid, if the Parties cannot reach agreement within
 a short period of time on the cause of accident, a special investigation
 panel shall be set up according to relevant regulations of the State to carry
 out accident investigation.
|                            |                                                                                                                                                                                                                                                                                                             |                                                                                                                                                           
|13.4.4                      | The investigation report on the accident
 involving one Party or both Parties shall be published, which shall cover
 causes of the accident, treatment progress of the accident, responsible party
 for the accident and the liabilities, the rectification plan and accident
 preventive measures, etc.   
|                            |                                                                                                                                                                                                                                                                                                             |                                                                                                                                                           
|13.4.5                      | The responsible party for the accident
 shall timely correct the errors and implement the rectification plan and
 accident preventive measures. In case the other Party is involved in such
 rectification plan and preventive measures, the consent of the other Party
 shall be obtained.                
|                            |                                                                                                                                                                                                                                                                                                             |                                                                                                                                                           
|CHAPTER
 XIV FORCE
 MAJEURE
|                            |                                                                                                                                                                                                                                                                                                             |                                                                                                                                                           
|14.1                        | If the
 occurrence of any Force Majeureevent completely or
 partially impedes one Party from fulfilling any obligation under this
 Agreement, such Party may be exempted from or postpone to perform its
 contractual obligations, provided that:                                                          
|                            |                                                                                                                                                                                                                                                                                                             |                                                                                                                                                           
|                            | (1)                                                                                                                                                                                                                                                                                                         | the scope and duration of the exempted or
 postponed performance shall not extend beyond the reasonable needs of
 eliminating the impact of Force Majeure.
|                            |                                                                                                                                                                                                                                                                                                             |                                                                                                                                                           
|                            | (2)                                                                                                                                                                                                                                                                                                         | the Party affected by Force Majeure shall
 continue to perform its other obligations hereunder which have not been
 affected by the Force Majeure.        

38

---



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                           
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | In case the events of Force Majeure come to an
 end, the Party claiming Force Majeure shall resume the
 performance of this Agreement as soon as possible.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                           
|14.2 | In the
 event that any Party is unable to perform this Agreement due to Force
 Majeure, such Party shall promptly inform the other Party, and
 shall send a written notice to the other Party within three (3) days
 thereafter. Such written notice shall indicate the date of the occurrence of Force
 Majeure, the anticipated duration, the nature of the events, the
 impact on its performance of this Agreement and the measures it has taken to
 mitigate the impact of such Force Majeureevents.                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                           
|     | Upon the
 other Partys request, the Party affected by the Force Majeure shall
 furnish the other Party with an evidential document issued by the competent
 local notary public where the Force Majeure event occurs within thirty
 (30) days commencing from the date when the Force Majeure event occurs
 (in the event of communication interruption, from the restoration date of the
 communication).                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                           
|14.3 | The
 Parties affected by the Force Majeure shall take reasonable
 measures to mitigate the losses incurred by either or both Parties caused by Force
 Majeure. The Parties shall immediately consult with each other to
 formulate and implement a remedy plan and reasonable alternative measures to
 minimize or eliminate the impact of Force Majeure.                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                           
|     | In the
 event that the Party affected by the Force Majeure fails to use all endeavors
 to take reasonable measures to mitigate the impact of Force Majeure, that Party
 shall be responsible for the enlarged losses arising therefrom.                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                           
|14.4 | In the event that the Force Majeure has prevented
 a Party from performing its obligations under this Agreement for a continuous
 period of over sixty (60) days, the Parties hereto shall consult with each
 other to determine the conditions for continuing the performance of this
 Agreement or to terminate this Agreement. If the Parties hereto fail to reach
 agreement concerning the conditions for continuing the performance of this
 Agreement or the termination of this Agreement within ninety (90) days
 commencing from the date when the Force Majeure event occurs, any Party

39

---



| |                                                                                                                    | 
| | ------------------------------------------------------------------------------------------------------------------ | 
| | shall be entitled to terminate this Agreement with a notice to the other
 Party, unless otherwise provided herein.

CHAPTER XV LIABILITIES FOR BREACH OF
CONTRACT

|     |                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                   
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|15.1 | Either Partys violation of the provisions
 of this Agreement shall be deemed as a breach of contract, and the other Party shall be
 entitled to require the breaching Party to assume the liabilities for breach
 of contract.
|     |                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                   
|15.2 | Party A, in case of any of the following breach of contract, shall
 assume the liabilities for breach of contract to Party B in the manner provided
 in Clause 15.3 hereof:                                                    
|     |                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                   
|     | (1)                                                                                                                                                                                                                             | Failure to perform the obligations provided in Chapter III, which has
 caused direct economic losses to Party B.                                                                                                                                                  
|     |                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                   
|     | (2)                                                                                                                                                                                                                             | Violation of the provisions of Clause 4.9, which has resulted in the
 incapability of the Power Plant to generate power on schedule or normally or
 caused direct economic losses to Party B.                                                                     
|     |                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                   
|     | (3)                                                                                                                                                                                                                             | Violation of the provisions of Clauses 5.3 and 5.4, which has
 resulted in the incapability of the Power Plant to generate power on schedule
 or caused direct economic losses to Party B.                                                                        
|     |                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                   
|     | (4)                                                                                                                                                                                                                             | Violation of the provisions of Clause 6.2, which has resulted in the
 incapability of the Power Plant to generate power on schedule or caused
 direct economic losses to Party B.                                                                                 
|     |                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                   
|     | (5)                                                                                                                                                                                                                             | Violation of the Dispatching Code for Electric Power System, which
 has caused direct economic losses to Party B.                                                                                                                                                 
|     |                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                   
|     | (6)                                                                                                                                                                                                                             | Requiring the Power Plant (units) by the Power Dispatching Agency to
 conduct peak regulation, frequency modulation or voltage regulation beyond
 its operation capacity or the provisions of this Agreement, which has caused
 direct economic losses to Party B.
|     |                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                   
|     | (7)                                                                                                                                                                                                                             | Setting or commanding error of the primary and secondary equipments of the                                                                                                                                                                                        

40

---



|     |                                                                                                                                                                      |                                                                                                                                                                                                                                                                 
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                      | power grid due to Party As Reason, which has caused direct economic
 losses to Party B.                                                                                                                                                                        
|     |                                                                                                                                                                      |                                                                                                                                                                                                                                                                 
|     | (8)                                                                                                                                                                  | Occurrence of the events provided in Clause 9.4.3 hereof due to the
 responsibilities attributable to Party A, causing direct economic losses to
 Party B.                                                                                                      
|     |                                                                                                                                                                      |                                                                                                                                                                                                                                                                 
|     | (9)                                                                                                                                                                  | Due to the inappropriate treatment by Party A, the implementation of
 provisions of Clause 13.3.1 has caused direct economic losses to Party B.                                                                                                                 
|     |                                                                                                                                                                      |                                                                                                                                                                                                                                                                 
|     | (10)                                                                                                                                                                 | Malfunctions of the relay protection and automatic safety devices,
 dispatching automation system and dispatching communication system caused by
 Party As Reason, which has caused direct economic losses to Party B.                                         
|     |                                                                                                                                                                      |                                                                                                                                                                                                                                                                 
|     | (11)                                                                                                                                                                 | Other improper performance of Party A which has caused direct
 economic losses to Party B.                                                                                                                                                                      
|     |                                                                                                                                                                      |                                                                                                                                                                                                                                                                 
|15.3 | For each time of breach of contract, Party A shall assume the
 liabilities for breach of contract in the following manners:                                         
|     |                                                                                                                                                                      |                                                                                                                                                                                                                                                                 
|     | (1)                                                                                                                                                                  | Party A shall pay to Party B the liquidated damages in the lump sum
 of RMB50,000 [27].                                                                                                                                                                         
|     |                                                                                                                                                                      |                                                                                                                                                                                                                                                                 
|     | (2)                                                                                                                                                                  | In case of any direct economic loss of Party B which cannot be fully
 compensated by the lump-sum liquidated damages provided in Item (1) above,
 the direct expenses of Party B for repairing equipments and restoring normal
 operations shall be compensated.
|     |                                                                                                                                                                      |                                                                                                                                                                                                                                                                 
|     | (3)                                                                                                                                                                  | In case of any loss of the electricity output of Party B, the Parties
 shall resort to the provisions of the Power Purchase and Sale Contract
 entered into by the Parties.                                                                                     
|     |                                                                                                                                                                      |                                                                                                                                                                                                                                                                 
|15.4 | Party B, in case of any of the following breach of contract, shall
 assume the liabilities for breach of contract to Party A in the manner
 provided in Clause 15.5:
|     |                                                                                                                                                                      |                                                                                                                                                                                                                                                                 
|     | (1)                                                                                                                                                                  | Failure to perform the obligations provided in Chapter III, which has
 caused direct economic losses to Party A.                                                                                                                                                

41

---



| |      |                                                                                                                                                                                                                                                                                                                                                                                      
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2)  | Failure to complete the preparations for grid connection according to
 the provisions of Chapter IV hereof, which has caused direct economic losses
 to Party A.                                                                                                                                                                                                                     
| |      |                                                                                                                                                                                                                                                                                                                                                                                      
| | (3)  | Violation of the provisions of Clauses 5.2 and 5.4, which has caused
 direct economic losses to Party A.                                                                                                                                                                                                                                                                             
| |      |                                                                                                                                                                                                                                                                                                                                                                                      
| | (4)  | Violation of the provisions of Clauses 6.1 and 7.1.1.                                                                                                                                                                                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                                                                                                                                      
| | (5)  | Abnormity or malfunction of the primary and secondary equipments of
 the Power Plant related to the grid operation due to Party Bs Reason, which
 has caused direct economic losses to Party A.                                                                                                                                                                                     
| |      |                                                                                                                                                                                                                                                                                                                                                                                      
| | (6)  | Failure to participate in the peak regulation, frequency modulation
 and voltage regulation or reserve of the electric power system pursuant to
 provisions of Clause 7.4.                                                                                                                                                                                                           
| |      |                                                                                                                                                                                                                                                                                                                                                                                      
| | (7)  | Alteration of the maintenance duration due to Party Bs Reason, which
 has caused direct economic losses to Party A.                                                                                                                                                                                                                                                                 
| |      |                                                                                                                                                                                                                                                                                                                                                                                      
| | (8)  | Failure to report to the Power Dispatching Agency the real conditions
 of the equipments of the Power Plant (such as generators, turbines, boilers
 and electric equipments) and relevant facilities.                                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                                                                                                                                      
| | (9)  | Failure of the relay protection and automatic safety devices of the
 Power Plant to meet the standards specified in Clause 10.4, or malfunctions
 or incorrect running of relay protection and automatic safety devices of the
 Power Plant caused by Party Bs Reason, which has resulted in accidents or
 expansion of accidents, and has caused direct economic losses to Party A.
| |      |                                                                                                                                                                                                                                                                                                                                                                                      
| | (10) | Failure of the power dispatching automation system of the Power Plant
 to meet the standards specified in Clause 11.4, or malfunctions of the power
 dispatching automation system of the Power Plant caused by Party Bs Reason,
 which has resulted in accidents or expansion of accidents, and has caused
 direct economic losses to Party A.                                     
| |      |                                                                                                                                                                                                                                                                                                                                                                                      
| | (11) | Failure of the dispatching communication system of the Power Plant to
 meet the standards specified in Clause 12.6, or malfunctions of the
 dispatching communication system of the Power Plant caused by Party Bs
 Reason, which has resulted in accidents or expansion of accidents, and has
 caused direct                                                                       

42

---



|     |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                 
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                        | economic losses to Party A.                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                 
|15.5 | For each time of breach of contract, Party B shall assume the liabilities
 for breach of contract in the following manners:                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                 
|     | (1)                                                                                                                                                                                                                                                                                                                                                    | Paying to Party A the liquidated damages in the lump sum of
 RMB50,000.                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                 
|     | (2)                                                                                                                                                                                                                                                                                                                                                    | In case of any direct economic loss of Party A which cannot be fully
 compensated by the lump-sum liquidated damages provided in Item (1) above,
 the direct expenses of Party A for repairing equipments and restoring normal
 operations shall be compensated.
|     |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                 
|     | (3)                                                                                                                                                                                                                                                                                                                                                    | In case of any loss of the electricity output of Party A, the Parties
 shall resort to the provisions of the Power Purchase and Sale Contract
 entered into by the Parties.                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                 
|15.6 | In case of any of the following serious breach of contract of Party
 B, Party A may take enforcement measures to the extent of disconnecting the
 Power Plant (units), and Party B shall not be entitled to claim for
 compensations from Party A for any loss caused by such disconnection.                                                          
|     |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                 
|     | (1)                                                                                                                                                                                                                                                                                                                                                    | The Power Plant arbitrarily starts up for grid connection or shut
 down for disconnection without being approved by the Power Dispatching Agency.                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                 
|     | (2)                                                                                                                                                                                                                                                                                                                                                    | In case of Emergencies, the Power Plant violates the provisions of
 Clauses 6.1 and 7.1.1.                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                 
|     | (3)                                                                                                                                                                                                                                                                                                                                                    | In case of Emergencies, the Power Plant fails to report to the Power
 Dispatching Agency the real conditions of the equipments of the Power Plant
 (such as generators, turbines, boilers and electric equipments) and relevant
 facilities.                    
|     |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                 
|15.7 | Unless otherwise provided in this Agreement, in case of any breach of
 contract, the non-defaulting Party shall immediately notify the defaulting
 Party to stop breaching the contract, and shall furnish a written notice as
 quickly as possible to the breaching Party, demanding it to correct the
 breach of contract and assume the liabilities

43

---



|     |                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                   
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | therefrom pursuant to the provisions of this Agreement.                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                   
|15.8 | The breaching Party shall immediately take measures to correct as
 well as confirm its breach of contract, and assume the liabilities therefrom
 pursuant to the provisions of this Agreement.                                                                                                    
|     |                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                   
|     | (1)                                                                                                                                                                                                                                                                                                | The lump-sum liquidated damages shall be paid within fifteen (15)
 days after the breach of contract has been confirmed.                                                          
|     |                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                   
|     | (2)                                                                                                                                                                                                                                                                                                | The portion of direct economic losses exceeding the lump-sum
 liquidated damages shall be paid within thirty (30) days after the
 confirmation of the losses.                     
|     |                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                   
|     | (3)                                                                                                                                                                                                                                                                                                | In case of breach of contract concerning the electricity output, the
 Parties shall resort to the provisions of the Power Purchase and Sale
 Contract entered into by the Parties.
|     |                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                   
|15.9 | In the event that either Party explicitly expresses or indicates by
 its own actions that it will not perform its obligations hereunder prior to
 the expiration of the performance time limit specified herein, the other
 Party may require it to assume the liabilities for breach of contract.

CHAPTER XVI EFFECTIVENESS AND VALID TERM

|     |                                                                                                                                                                         
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|16.1 | This Agreement shall come in effect upon being signed by the legal
 representatives or authorized agents of both Parties and affixed with their
 official seals.        
|     |                                                                                                                                                                         
|16.2 | The valid term of this Agreement shall be one (1) year.                                                                                                                 
|     |                                                                                                                                                                         
|16.3 | Within one (1) month before the expiration
 of this Agreement, both Parties shall negotiate with each other about the
 renewal of this Agreement. Without any objection,

44

---



| |                                                                                                                                                                                                                 | 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | this Agreement shall be
 renewed and the valid term shall still be one (1) year, otherwise the Parties
 shall execute a new grid connection and dispatching agreement, and this
 Agreement shall be terminated.

CHAPTER XVII ALTERATION, ASSIGNMENT AND
TERMINATION OF THIS AGREEMENT

|     |                                                                                                                                                                                                        |                                                                                                                                                                                                 
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|17.1 | Any modification, amendment or supplement
 to this Agreement must be conducted in written form, and the conditions for effectiveness shall be the
 same as those specified in Clause 16.1.            
|     |                                                                                                                                                                                                        |                                                                                                                                                                                                 
|17.2 | Both Parties explicitly express that neither Party shall be entitled
 to assign all or part of its rights or obligations hereunder to any third
 party without the written consent of the other Party.
|     |                                                                                                                                                                                                        |                                                                                                                                                                                                 
|17.3 | Within the valid term of this Agreement,
 both Parties agree to adjust or amend this Agreement if any of the following
 events occurs:                                                                
|     |                                                                                                                                                                                                        |                                                                                                                                                                                                 
|     | (1)                                                                                                                                                                                                    | Alteration of relevant laws and regulations, rules and policies of
 the State;                                                                                                                  
|     |                                                                                                                                                                                                        |                                                                                                                                                                                                 
|     | (2)                                                                                                                                                                                                    | Any clause of this Agreement conflicting with any relevant compulsory
 rules, measures and regulations issued by the State electric power regulatory
 authority or local governmental authority.
|     |                                                                                                                                                                                                        |                                                                                                                                                                                                 
|17.4 | Termination of Agreement                                                                                                                                                                              
|     |                                                                                                                                                                                                        |                                                                                                                                                                                                 
|     | In the event that any of the following
 events occurred to either Party, the other Party shall be entitled to
 terminate this Agreement after serving a notice of termination:                        
|     |                                                                                                                                                                                                        |                                                                                                                                                                                                 
|     | (1)                                                                                                                                                                                                    | Either Party goes bankrupt or is subject to liquidation, or the
 business license of either Party or the Power Plant is revoked.                                                                
|     |                                                                                                                                                                                                        |                                                                                                                                                                                                 
|     | (2)                                                                                                                                                                                                    | One Party is merged with the other Party
 and all or majority parts of its assets                                                                                                               

45

---



| |  |                                                                                                                                        
| |  | ---------------------------------------------------------------------------------------------------------------------------------------
| |  | have been transferred to another
 entity, and the surviving enterprise cannot reasonably perform its
 obligations under this Agreement.

CHAPTER XVIII DISPUTE RESOLUTION

|     |                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                    
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|18.1 | Any dispute arising out of performance of
 this Agreement or any dispute in relation to this Agreement shall be firstly
 resolved by the Parties through consultations, or submitted to the power
 regulatory agency for mediation. If the disputes cannot be resolved through
 consultation or mediation, the Parties shall select Item (1) from the
 following two methods to resolve the disputes [28]:
|     |                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (1)                                                                                                                                                                                                                                                                                                                                                                                                        | Both Parties agree to submit the dispute to Lishui Arbitration
 Committee for arbitration in
 accordance with its prevailing arbitration rules. The arbitration award shall
 be final and binding on the Parties to this Agreement.
|     |                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                    
|     | (2)                                                                                                                                                                                                                                                                                                                                                                                                        | Either party may submit the dispute to the Peoples Court for
 settlement through litigation procedures.                                                                                                                           

CHAPTER XIX APPLICABLE LAW

|     |                                                                                                                                                                      
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|19.1 | The formation, effectiveness,
 interpretation, performance and dispute resolution of this Agreement shall be
 governed by the laws of the Peoples Republic of China.

CHAPTER XX MISCELLANEOUS

|     |                                                                                                                                                                      
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|20.1 | Confidentiality                                                                                                                                                      
|     |                                                                                                                                                                      
|     | Both Parties warrant to maintain
 confidential all information and documents which are procured from the other
 Party and could not be procured from public channels.

46

---



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | Without the prior approval
 from the original provider of such information and documents, the other Party
 shall not disclose to any third party all or part of the information and
 documents, unless otherwise provided by the regulations of the State.                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|20.2 | Appendices to this
 Agreement [29]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | Appendix I:
 Diagram for the Grid Connection Points                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | Appendix II:
 Technical Parameters of the Power Plant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | Appendix III:
 Division of Dispatching Range for the Power Plants Equipments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | The Appendices to this Agreement (including the Special Provisions)
 shall constitute an integral part of this Agreement, and shall have the same
 legal effect as this Agreement. In case of any discrepancy between this
 Agreement and its appendices, according to the nature of discrepancy, the content
 most related to and dealing more deeply with the point of dispute shall
 prevail. In case that the discrepancy and contradiction still exist after
 applying the aforesaid principle, the Parties shall, on the principle of good
 faith, consult with each other to make determinations according to the
 purpose of this Agreement.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|20.3 | Entire Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | This Agreement (including the Special Provisions) and the appendices
 hereto constitute the entire agreement between the Parties pertaining the
 subject matter of this Agreement, and shall replace all discussions,
 negotiations, contracts and agreements conducted by both Parties in respect
 of this Agreement.                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|20.4 | Notification and Service                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | Any notification and document pertaining to this Agreement shall be
 conducted in written form. A notification shall be deemed as having been
 served upon the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

47

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | confirmation with signature by the recipient when delivered
 by way of registered mail, express mail or in person, or upon confirmation as
 being received when sent via fax. All notifications and documents shall come
 into effect upon service and receipt. All notifications shall be delivered to
 the following addresses as provided in this Agreement or to a modified address when either Party has notified the
 other Party with a written notice.

| |                                                                           |                                      
| | ------------------------------------------------------------------------- | -------------------------------------
| | Party A: Lishui Electric Power Dispatch
 & Communication Center          
| |                                                                          
| | Attention:                                                                | Lin Li Hong                          
| |                                                                           |                                      
| | Telephone Number:                                                         | 0578-2101979                         
| |                                                                           |                                      
| | Facsimile Number:                                                         | 0578-2101978                         
| |                                                                           |                                      
| | Zip Code:                                                                 | 323000                               
| |                                                                           |                                      
| | E-mail:                                                                   | lin_li hong@ls.zpepc.com.cn          
| |                                                                           |                                      
| | Mail address:                                                             | No. 699, Zhongdong
 Road, Lishui City
| |                                                                           |                                      
| | Party B: Suichang County Jiulongshan
 Hydroelectric Development Co., Ltd.
| |                                                                          
| | Attention:                                                                | Zhang Hong                           
| |                                                                           |                                      
| | Telephone Number:                                                         | 13506503353                          
| |                                                                           |                                      
| | Facsimile Number:                                                         |                                      
| |                                                                           |                                      
| | Zip Code:                                                                 | 323000                               
| |                                                                           |                                      
| | E-mail:                                                                   |                                      
| |                                                                           |                                      
| | Mail address:                                                             | No.157-1, Liqing
 Road, Lishui City  

|     |                                                                                                                                                                                                                                                                                                                               
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|20.5 | Waiver                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                               
|     | Either Partys failure to waive any of its rights under this
 Agreement through written statement shall not be deemed as a waiver thereof.
 Either Partys failure to exercise any of its rights under this Agreement
 shall not operate as having waived or will waive any of its rights under this
 Agreement in the future.

48

---



|     |                                                                                                                                                                                                                                                                               
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|20.6 | Continuing Effect                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                               
|     | The provisions with respect to arbitration and confidentiality of this
 Agreement shall remain effective after the termination of this Agreement.                                                                                                                             
|     |                                                                                                                                                                                                                                                                               
|20.7 | Text                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                               
|     | This Agreement comprises____ pages, and shall be signed in six (6)
 counterparts. Each Party shall hold two (2) counterparts, and two (2) counterpartsshall be filed with State Electricity Regulatory Commission, East China
 Electricity Regulatory Bureau, Hangzhou Office.

49

---



|                                              |  |                                                                 
|--------------------------------------------- |  | ----------------------------------------------------------------
|Party A
 (Stamp):                             |  | Party B
 (Stamp):                                               
|                                              |  |                                                                 
|Lishui
 Electric Power Industry               |  | Suichang
 County Jiulongshan Hydroelectric Development Co., Ltd.
|Bureau                                        |  |                                                                 
|                                              |  |                                                                 
|Legal representative: Du Xiao Ping            |  | Legal representative: John D. Kuhns                             
|                                              |  |                                                                 
|or                                            |  | or                                                              
|                                              |  |                                                                 
|Authorized Agent:                             |  | Authorized Agent:                                               
|                                              |  |                                                                 
|Signing Date: 2009                            |  | Signing Date: April 21, 2009                                    
|                                              |  |                                                                 
|Signing Place: Lishui City, Zhejiang Province |  | Signing Place: Lishui City, Zhejiang Province                   

50

---



SPECIAL PROVISIONS

Dispatching for the Reservoir of the Power
Plant [31]

|      |                                                                                                                                                                                                                                             |                                                                                              
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------
|1.1   | Characteristics and Basic Parameters of Reservoir                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                             |                                                                                              
|1.1.1 | The regulating characteristic of the Power Plants reservoir is:
 runoff reservoir/ daily regulating reservoir/ weekly regulating reservoir/
 seasonal regulating reservoir/ annual regulating reservoir/ multi-year
 regulating reservoir.
|      |                                                                                                                                                                                                                                             |                                                                                              
|1.1.2 | Basic Parameters                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                             |                                                                                              
|      | (1)                                                                                                                                                                                                                                         | Control drainage area: 269 square kilometers (km2).                                          
|      |                                                                                                                                                                                                                                             |                                                                                              
|      | (2)                                                                                                                                                                                                                                         | Normal storage level and corresponding reservoir capacity: 340 m, 850,000 cubic meters (m3). 
|      |                                                                                                                                                                                                                                             |                                                                                              
|      | (3)                                                                                                                                                                                                                                         | Dead water level and corresponding reservoir capacity: 338 m, 400,000 cubic meters (m3).     
|      |                                                                                                                                                                                                                                             |                                                                                              
|      | (4)                                                                                                                                                                                                                                         | Designed flood level and corresponding reservoir capacity: 340.96 m,
 ____ cubic meters (m3).
|      |                                                                                                                                                                                                                                             |                                                                                              
|      | (5)                                                                                                                                                                                                                                         | Check flood level and corresponding reservoir capacity: 343.25 m, 158 cubic meters (m3).     
|      |                                                                                                                                                                                                                                             |                                                                                              
|      | (6)                                                                                                                                                                                                                                         | Top level of flood control: ___m.                                                            
|      |                                                                                                                                                                                                                                             |                                                                                              
|      | (7)                                                                                                                                                                                                                                         | Beginning water level in flood season: ___m.                                                 
|      |                                                                                                                                                                                                                                             |                                                                                              
|1.1.3 | Reservoir Capacity                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                             |                                                                                              
|      | (1)                                                                                                                                                                                                                                         | Total reservoir capacity: 1,580,000 cubic meters (m3).                                       
|      |                                                                                                                                                                                                                                             |                                                                                              
|      | (2)                                                                                                                                                                                                                                         | Flood control capacity: ____ cubic meters (m3).                                              
|      |                                                                                                                                                                                                                                             |                                                                                              
|      | (3)                                                                                                                                                                                                                                         | Usable storage: ____ cubic meters (m3).                                                      
|      |                                                                                                                                                                                                                                             |                                                                                              
|      | (4)                                                                                                                                                                                                                                         | Other parameters: ____________.                                                              
|      |                                                                                                                                                                                                                                             |                                                                                              
|1.1.4 | Flow                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                             |                                                                                              
|      | (1)                                                                                                                                                                                                                                         | Designed Flood: ______ cubic meters/s (m3/s).                                                

51

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|      |                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | (2)                                                                                                                                                            | Check Flood: ______ cubic meters/s (m3/s).                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | (3)                                                                                                                                                            | Designed Maximum Discharged Flow: ______ cubic meters/s (m3/s).                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | (4)                                                                                                                                                            | Designed Maximum Discharged Flow: ______ cubic meters/s (m3/s).                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | (5)                                                                                                                                                            | Maximum. Power Generation Flow: 34.86 cubic meters/s (m3/s).                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|1.1.5 | Reservoir water level variation range of Suichang Jiulongshan cascade
 II hydro complex during the power generation period is: 338.0 m to 340.0 m.            
|      |                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|1.2   | Reservoir Dispatching Range                                                                                                                                   
|      |                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | The specific dispatching range shall be determined by both Parties
 hereto according to the actual conditions of the Power Plant operation and
 the reservoir.
|      |                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|1.3   | Principles of Reservoir Dispatching                                                                                                                           
|      |                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | (1)                                                                                                                                                            | According to relevant laws and regulations and the reservoir
 dispatching codes, carrying out proper dispatching of the reservoir and
 ensuring the safety operation of the reservoir.                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | (2)                                                                                                                                                            | Carrying out dispatching in strict accordance with the project
 designed flood control principle, ensuring the safety of the complex project
 and meeting the upstream and downstream flood control standards.                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | (3)                                                                                                                                                            | Making full use of water energy resources and developing the
 comprehensive utilization effect of the reservoir.                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|1.4   | Basic Requirements for Reservoir Dispatching                                                                                                                  
|      |                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | (1)                                                                                                                                                            | Party B shall provide the design documents, operation statistic data
 and operation summary of the Power Plant according to the requirements of
 Party A.                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | (2)                                                                                                                                                            | The Power Plant shall provide the annual scheme for passing the flood
 season to the Power Dispatching Agency before April 20 of each year, pay
 close attention to the meteorological changes in the drainage area during the
 flood season, timely provide information on the water conditions and relevant
 conditions concerning flood control, and make proper short-term flood
 prediction. In case of material flood or disastrous climate, Party B shall
 notify Party A in a timely manner.

52

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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (3) | Party B shall transmit real time operation information of the
 reservoir and the unit according to the requirements of Party A.                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (4) | The water level of the reservoir shall be controlled according to the
 designed dispatching diagram or the reservoir water level fluctuation plan
 determined by both Parties through consultations, to ensure that the Power
 Plant shall not operate when the water level falls below the designed dead
 water level. Generally, the reservoir water level at the end of flood season
 of each year should reach the normal storage level.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (5) | On the premise of ensuring the dam safety of the Power Plant and the
 equipment safety of the Power Plant, the comprehensive effectiveness of the
 Power Plant and its frequency modulation, peak regulation and the standby for
 accident functions on the power grid should be brought into full play.                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (6) | Both Parties shall cooperate with each other and take joint endeavors
 to make full use of water resources and generate more power with less water
 wasted. In case of contradictions between the reservoir safety and
 utilization, the former shall be given the priority.                                                                                                                                                                

53

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APPENDIX I:
DIAGRAM FOR GRID CONNECTION POINTS

|   |                                                                                                                                                                          
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | The equipments and units installed at the metering points, the
 property right owners, the operation maintenance Party and the dispatching
 Party are indicated (omitted)
|   |                                                                                                                                                                          
|2. | Zones and equipments owned by Party A in the diagram (omitted)                                                                                                           
|   |                                                                                                                                                                          
|3. | Zones and equipments owned by Party B in the diagram (omitted)                                                                                                           

APPENDIX II: TECHNICAL PARAMETERS FOR THE POWER PLANT

|   |                                                                 
|-- | ----------------------------------------------------------------
|1. | Nameplate
 Parameters for the Generator Units of the Power Plant

| |          |  |                |  |                       |  |                    |  |                     |  |                     
| | -------- |  | -------------- |  | --------------------- |  | ------------------ |  | ------------------- |  | --------------------
| | Unit No. |  | Generator Type |  | Rated Capacity
 (MVA) |  | Active Power
 (MW) |  | Rated Power
 Factor |  | Rated Speed
 (r/min)
| |          |  |                |  |                       |  |                    |  |                     |  |                     
| | 1        |  | SF6300-16/2950 |  | 7.875                 |  | 6.3                |  | 0.8                 |  | 375                 
| | 2        |  | SF6300-16/2950 |  | 7.875                 |  | 6.3                |  | 0.8                 |  | 375                 

|     |                                                                                                                                                                                                                                                                                                                                                                |                                                                          
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------
|2.   | Connection lines
 between the Power Plant and the power grid of Party A                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                |                                                                          
|     | (1)                                                                                                                                                                                                                                                                                                                                                            | Name of the line: Zhouyi 1243 Zhougongyuang Cascade II T connection line.
|     |                                                                                                                                                                                                                                                                                                                                                                |                                                                          
|     | (2)                                                                                                                                                                                                                                                                                                                                                            | Voltage level: 110 kv.                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                |                                                                          
|3.   | Other technical parameters for the Power Plant will be provided by
 Party B accurately according to the design parameters for the equipments and
 the connection commissioning results [32].                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                |                                                                          
|3.1. | Normal Operation Output Range                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                |                                                                          
|     | The Cascade I Hydropower  Station has two (2) units,
the Cascade II Hydropower  Station has two (2) units,  and the Cascade III
Hydropower  Station  has two (2) units.  The  maximum  output for the normal  operation  of the units shall be 120% of the rated
capacity, and the minimum output for the normal operation shall be 35% of the rated capacity.

54

---



|     |                                                                                                                                                                                    |                                                                            
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------
|     | Or the operation output range of the units shall be: from 35% to 120%
 of the rated capacity; _____% to _____% of the rated capacity; and _____% to
 _____% of the rated capacity.
|     |                                                                                                                                                                                    |                                                                            
|3.2. | Under the special
 condition of ________ of the power grid, the minimum output of the ________
 units of the Power Plant is _____% of the rated capacity;                         
|     |                                                                                                                                                                                    |                                                                            
|3.3. | Power regulation
 rate of units during normal operation                                                                                                                           
|     |                                                                                                                                                                                    |                                                                            
|     |                                                                                                                                                                                    | Unit _________ is
 ____ MW/min.                                            
|     |                                                                                                                                                                                    |                                                                            
|     |                                                                                                                                                                                    | Unit _________ is
 _____MW/min.                                            
|     |                                                                                                                                                                                    |                                                                            
|3.4. | The shortest
 duration for the units from receiving a dispatching instruction to reaching
 the output for connection or from zero output to the rated output is:                  
|     |                                                                                                                                                                                    |                                                                            
|     |                                                                                                                                                                                    | Fossil-fired
 units:                                                       
|     |                                                                                                                                                                                    |                                                                            
|     |                                                                                                                                                                                    | Cold startup
 (boiler in cold standby)_____h.                              
|     |                                                                                                                                                                                    |                                                                            
|     |                                                                                                                                                                                    | Cold startup
 (boiler in hot standby)_____h.                               
|     |                                                                                                                                                                                    |                                                                            
|     |                                                                                                                                                                                    | Warm startup (the
 unit is disconnected from the grid within _____h)_____h.
|     |                                                                                                                                                                                    |                                                                            
|     |                                                                                                                                                                                    | Hot startup (the
 unit is disconnected from the grid within _____h)_____h. 
|     |                                                                                                                                                                                    |                                                                            
|     |                                                                                                                                                                                    | Hydropower and
 pumped storage units: ____ h.                              
|     |                                                                                                                                                                                    |                                                                            
|     |                                                                                                                                                                                    | Other types of
 units: _____h.                                             
|     |                                                                                                                                                                                    |                                                                            
|3.5. | The shortest
 shutdown duration from full load output to zero load after receiving a
 dispatching instruction: 0.5h.                                                              
|     |                                                                                                                                                                                    |                                                                            
|3.6. | The shortest
 shutdown duration from disconnection of units to reconnection with the grid:
 0.5h.                                                                                 
|     |                                                                                                                                                                                    |                                                                            
|3.7. | The shortest
 shutdown time for the Power Plants units to operate at the lowest or above
 operation level after it has reached the lowest or above operation level:
 _____h.     
|     |                                                                                                                                                                                    |                                                                            
|3.8. | The
under-excitation degree for the two (2) units is cos<0.95.                                                                                                                    
|     |                                                                                                                                                                                    |                                                                            
|3.9. | Other technical
 parameters necessary to be specified as deemed by both Parties [33]:
 __________.                                                                                
|     |                                                                                                                                                                                    |                                                                            
|4.   | The Operation
 modes restricted or not recommended by the equipment manufacturers:                                                                                                

55

---



|   |                                                                                                                                                                                                                                                                                                                                                                          |                                                                            
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------
|   | (1)                                                                                                                                                                                                                                                                                                                                                                      | Unit ___ should
 not operate in phase modulation under _____ condition.    
|   |                                                                                                                                                                                                                                                                                                                                                                          |                                                                            
|   | (2)                                                                                                                                                                                                                                                                                                                                                                      | Unit ___ should not operate in frequency regulation under _____
 condition.
|   |                                                                                                                                                                                                                                                                                                                                                                          |                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                          | Other inappropriate operation modes: ________________________.             
|   |                                                                                                                                                                                                                                                                                                                                                                          |                                                                            
|5. | When the Power Plant has been put into commercial operation, if Party
 B finds any change in the operation parameters of the units which fail to
 meet the technical indicators as set out in Item 3 above and need
 modifications, explanations shall be made to the Power Dispatching Agency and
 a testing report confirmed by a qualified agency shall be submitted.

APPENDIX III: DIVISION OF DISPATCHING RANGE OF POWER
PLANT EQUIPMENTS

|   |                                                                                                          |                                                                                                      
|-- | -------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------
|1. | The range of direct dispatching by the Power Dispatching Agency after
 the connection of the Power Plant
|   |                                                                                                          |                                                                                                      
|   | (1)                                                                                                      | #1 - #2 generator units                                                                              
|   |                                                                                                          |                                                                                                      
|   | (2)                                                                                                      | Output and line maintenance for the primary equipments of #1 - #2
 units                             
|   |                                                                                                          |                                                                                                      
|   | (3)                                                                                                      | Relay protection and automatic safety devices related to the
 operation of the grid of Party A       
|   |                                                                                                          |                                                                                                      
|   | (4)                                                                                                      | Dispatching automation and communication facilities related to the
 dispatching operations of Party A
|   |                                                                                                          |                                                                                                      
|   | (5)                                                                                                      | Other facilities deemed by Power Dispatching Agency as related to the
 safety of the grid.           
|   |                                                                                                          |                                                                                                      
|2. | The licensing dispatching range of the Power Dispatching Agency after
 the connection of the Power Plant

| |  |     |                                                                                                                                  
| |  | --- | ---------------------------------------------------------------------------------------------------------------------------------
| |  | (1) | #1 main transformer and the main transformer tap changer
 positions main transformer 110kv neutral point grounding knife-switch.
| |  |     |                                                                                                                                  
| |  | (2) | 110KV busbar and above equipments                                                                                                
| |  |     |                                                                                                                                  
| |  | (3) | Operation and outage rate of units.                                                                                              

56

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|     |                                                                                                                                                                                                     
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|[1]  | In formal text of this Agreement, all numerals, percentages and
 periods shall be definitive so as to avoid any dispute arising therefrom.                                                          
|     |                                                                                                                                                                                                     
|[2]  | In the Model Form, the symbol / means both Parties concerned
 should make selection of the content on the wavy lines in accordance with the
 actual situation (except for calculation formulas).
|     |                                                                                                                                                                                                     
|[3]  | The statement on procuring the Power Transmission Permit is
 applicable to the areas where the regulations of Power Transmission Permit
 have been implemented. The same as below.                  
|     |                                                                                                                                                                                                     
|[4]  | The statement on procuring Power Generation Permit is applicable to
 the areas where the regulations of Power Generation Permit have been
 implemented. The same as below.                          
|     |                                                                                                                                                                                                     
|[5]  | In case the verified capacity of the units does not conform to the
 nameplate capacity, the verified capacity approved by the relevant authority
 of the State shall prevail. The same as below.    
|     |                                                                                                                                                                                                     
|[6]  | For a hydropower station, it should include water conditions and
 navigation, etc. restricting on the unit output.                                                                                  
|     |                                                                                                                                                                                                     
|[7]  | It means the grid operated and managed by Party A.                                                                                                                                                  
|     |                                                                                                                                                                                                     
|[8]  | It shall be determined as 70%~80% of the average of Actual Planned
 Outage Hours for the previous three years of the units of the same type on
 the same grid.                                      
|     |                                                                                                                                                                                                     
|[9]  | It shall be determined as 70%~80% of the average of Actual Equivalent
 Unplanned Outage Hours for the previous three years of the units of the same
 type on the same grid.                         
|     |                                                                                                                                                                                                     
|[10] | It is also called as the Grid Dispatching Code.                                                                                                                                                     
|     |                                                                                                                                                                                                     
|[11] | Some typical events of Force Majeureare listed here, and both
 Parties may select according to the actual local conditions.                                                                         
|     |                                                                                                                                                                                                     
|[12] | These refer to the counter measures against accidents to prevent
 equipment flashover, electric misoperation and malfunction or missing
 operation of relay protection and                          

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                     
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | automatic safety devices. The same as
 below.                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                     
|[13] | The Units equipped with AGC shall include AGC and the units equipped
 with AVC shall include AVC.                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                     
|[14] | The energy metering devices already in operation shall be technically
 certified on their technical performance and management conditions by an
 energy metering testing agency recognized by the national metering
 administration authority and confirmed by both Parties; for items not meeting
 the specification, renovation shall be made within specified time agreed by
 both Parties through consultations.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                     
|[15] | Any special requirements on the timing of providing documents may be
 separately agreed by the Parties.                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                     
|[16] | Subject to the approval by the Power Dispatching Agency, complete
 filing is acceptable.                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                     
|[17] | If otherwise provided by the Dispatching Code for Electric Power
 System, such provisions shall be complied with.                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                     
|[18] | In the event that the Power Dispatching Agency cannot arrange such
 overhaul within a short time considering the needs of grid operation, both
 Parties shall negotiate with each other to determine the measures to prevent
 accidents and procedures to handle accidents according to the provisions of
 the Dispatching Code for Electric Power System.                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                     
|[19] | If Party B is a hydropower plant, the Power Dispatching Agency shall
 take into account the incoming water to the reservoir.                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                     
|[20] | Any discrepancy between the Parties during the coordination shall be
 handled on the principle of partial interests following the overall
 interests.                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                     
|[21] | In case the other Party is involved, the confirmation of both Parties
 must be procured.                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                     
|[22] | Operation ratio of main protection = duration for main protection
 devices in operation / statistic period duration for main protection devices.
 The same as below.                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                     
|[23] | The availability for fault recording = times of available fault
 recording /times to be assessed. The same as below.                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                     
|[24] | The standards for transmission and operation of AGC or AVC signals
 between the Power Plant and the Power Dispatching Agency shall be determined
 by both Parties through consultation or according to the general rule of the
 local area/ province                                                                                                                                                                

58

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (autonomous region or municipality).                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|[25] | Service factor of communication circuit = {1  ∑[number of
 interrupted circuits ×duration of circuit malfunction (min)]/ [actual number
 of circuits × calendar time of the whole month (min)]}×100%.                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|[26] | Equipment service factor = {1  ∑[number of interrupted circuits
 ×duration of equipment malfunction at local end (min)]/ [number of circuits
 configured × calendar time of the whole month (min)]}×100%.                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|[27] | Upon agreement by both Parties, a variety of forms may be selected
 such as electricity output compensation. The same as below.                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|[28] | Only one option may be selected.                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|[29] | When executing the formal agreement, the appendices shall be
 complete, accurate and clear and without omission.                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|[30] | It refers to the corresponding branch of the national electric power
 regulatory authority in the area where the Power Plant (units) is located.                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|[31] | In case of a hydropower plant, provisions on reservoir dispatching
 shall be added in the Agreement, and necessary special provisions can be
 added as required for other types of power plants such as those of pumped
 storage, nuclear power, cogeneration of heat and power and multi-resources
 power plants.                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|[32] | For a power plant with different types of units, the technical
 parameters of different units shall be indicated respectively as per the
 contents listed in this article in the actual application of the agreement.                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|[33] | Other technical parameters shall include the voltage level in normal
 operation mode, voltage level under Emergencies, frequency, rated power factor
 of the generator, range of operation power factor and maximum number of
 startups of the unit, etc. For any of the above parameters
 requiring adjustment according to the change of operation mode, the
 successive modifications may be included as appendices to the Agreement in
 the course of performance.

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(DIAGRAM)

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(DIAGRAM)

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(DIAGRAM)

62

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