CONTRACT NO: 05980000
DIAODU 091 [2010]0764

Exhibit4.130

GRID CONNECTION AND DISPATCHING AGREEMENT

BETWEEN

FUJIAN PROVINCE ELECTRIC POWER CO., LTD.
SANMING POWER INDUSTRY
BUREAU

AND

SANMING ZHONGYIN BANZHU HYDROELECTRIC CO.,
LTD.

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CONTENTS

|                                                     |                                                                                      |   
|---------------------------------------------------- | ------------------------------------------------------------------------------------ | --
|Chapter I   
        Definitions and interpretations | 3                                                                                   
|                                                     |                                                                                      |   
|Chapter II   
       Representations by the parties  | 6                                                                                   
|                                                     |                                                                                      |   
|Chapter III                                          | Obligations of the parties                                                           | 7 
|                                                     |                                                                                      |   
|Chapter IV                                           | Conditions for grid connection                                                       | 12
|                                                     |                                                                                      |   
|Chapter V                                            | Connection application and acceptance                                                | 13
|                                                     |                                                                                      |   
|Chapter VI                                           | Grid connection and dispatching during the
 commissioning period                     | 16
|                                                     |                                                                                      |   
|Chapter VII                                          | Operation under dispatching                                                          | 17
|                                                     |                                                                                      |   
|Chapter VIII                                         | Equipment overhaul and maintenance                                                   | 21
|                                                     |                                                                                      |   
|Chapter IX                                           | Power generation plan                                                                | 22
|                                                     |                                                                                      |   
|Chapter X                                            | Reservoir dispatching                                                                | 24
|                                                     |                                                                                      |   
|Chapter XI                                           | Relay protection and automatic safety
 devices                                       | 26
|                                                     |                                                                                      |   
|Chapter XII                                          | Dispatching automation                                                               | 29
|                                                     |                                                                                      |   
|Chapter XIII                                         | Dispatching communication                                                            | 31
|                                                     |                                                                                      |   
|Chapter XIV                                          | Accident management and Investigation                                                | 34
|                                                     |                                                                                      |   
|Chapter XV                                           | Force majeure                                                                        | 36
|                                                     |                                                                                      |   
|Chapter XVI                                          | Liabilities for breach of contract                                                   | 37
|                                                     |                                                                                      |   
|Chapter XVII                                         | Effectiveness
 and valid term                                                        | 41
|                                                     |                                                                                      |   
|Chapter XVIII                                        | Modification,
 assignment and termination of this agreement                          | 41
|                                                     |                                                                                      |   
|Chapter XIX                                          | Dispute resolution                                                                   | 42
|                                                     |                                                                                      |   
|Chapter XX                                           | Applicable Law                                                                       | 42
|                                                     |                                                                                      |   
|Chapter XXI                                          | Miscellaneous                                                                        | 42
|                                                     |                                                                                      |   
|Appendix I.                                          | Diagram for the Grid Connection of Banzhu
 Power Plant (Including Connection Points) | 46
|                                                     |                                                                                      |   
|Appendix II.                                         | Technical Parameters for the Power Plant                                             | 47
|                                                     |                                                                                      |   
|Appendix III.                                        | Line maintenance                                                                     | 48

2

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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: Fujian Province Electric
Power Co., Ltd. Sanming Power Industry Bureau,a power grid operation enterprise registered and established with the
Administration for Industry and Commerce, with the business license number of 350400100022489,
its registered address at No.1032, Liedong Road, Sanming City, Fujian
Province, 365000, and the legal representative of which is Lai Xiang
Sheng.

Party B: Sanming Zhongyin Banzhu
Hydroelectric Co., Ltd.,a
power generation enterprise with the legal entity status, which was registered
and established with the Administration for Industry and Commerce of Sanming
City, Fujian Province, with the business license number of 350400400000289,
its registered address at No.160 Building, Qianlongxin Village, Xinshibei
Road, Sanming City and the legal representative of which is John D.
Kuhns.

WHEREAS:

Party B is constructing, owning and operating
the Banzhu Hydropower Station (hereinafter referred to as the Power Plant) with a total installed
capacity of 45 MW at Shaxi River, Banzhu, Sanming, and agrees to connect
the Power Plant to the power grid of Party A and put the Power Plant under the
dispatching management 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 principles 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 | Provincial Power Dispatching Agencyrefers to Fujian Power Dispatching and Operating
 Department, an agency in charge of organizing, commanding, instructing and
 coordinating the operation of the electric power system in Fujian pursuant to
 applicable laws.                              
|      |                                                                                                                                                                                                                                                                                                 
|1.1.2 | Power Dispatching Agencyrefers to Sanming Power Dispatching and Operating
 Department, an agency in charge of organizing, commanding, instructing and
 coordinating the operation of the electric power system in Sanming City
 pursuant to applicable laws, which is subordinated to Party A.

3

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|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1.3  | Power Plantrefers to the power generation facility with all auxiliary
 facilities stretching to the property demarcation point with the total
 installed capacity of 45MW (with three (3) units, No. 1 unit of 15MW, No. 2
 unit of 15MW, No. 3 unit of 15 MW, the detailed technical parameters please
 refer to Appendix II), which is constructed, owned, managed and operated by
 Party B and located in Banzhu, Meilie District, Sanming City.                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|1.1.4  | Connection Pointsrefer to the interconnection points connecting the Power
 Plant and the power grid (please refer to Appendix I).                                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|1.1.5  | Initial Connection Daterefers to the first day on which the Power Plant (units)
 is (are) connected to the power grid.                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|1.1.6  | 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.                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|1.1.7  | Connection Methodrefers to the systematic way of connecting the Power Plant
 (units) to the power grid.                                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|1.1.8  | AGC: Automatic
 Generation Control.                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|1.1.9  | AVC:Automatic Voltage Control.                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|1.1.10 | RTU:Remote Terminal Unit.                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|1.1.11 | Disconnectionspecially refers to under this Agreement the interruption
 of electric connection between the power grid and the power generation
 equipments which are operating connected to the power grid.                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|1.1.12 | Special Operation Moderefers to the operation arrangement of taking unusual
 connection mode for the Power Plant or the power grid due to certain needs.                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|1.1.13 | Unit Available Capacityrefers to the output of the units modified at any time due
 to the restrictions of equipment conditions (including the restrictions on
 the unit output by river, shipping etc).                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|1.1.14 | Planned Outagerefers to the status of the units of the 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 and the elimination of defects during off-break period
 and the shutdown reserve required by the Power Dispatching Agency, etc.                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|1.1.15 | 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

4

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|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|1.1.16 | Forced Outagerefers to the Categories 1, 2 and 3 of Unplanned Outage
 set forth in Article 1.1.15.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|1.1.17 | Equivalent Unit Derated Hoursrefers to the outage hours which are converted from
 derated hours and calculated by the maximum capacity on the nameplate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|1.1.18 | Equivalent Unplanned Outage Hoursrefers to the sum of Unplanned Outage hours and unplanned
 Equivalent Unit Derated Hours.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|1.1.19 | Annual Allowable Planned Outage Hoursrefers to the allowable hours for Planned Outage 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
 grid-connected generation units. 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.                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|1.1.20 | Annual Allowable Equivalent Unplanned
 Outage Hoursrefers to
 the allowable hours for Equivalent Unplanned Outage 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
 grid-connected generation units. 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.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|1.1.21 | Daily Power Generation Dispatching Plan
 Curverefers to
 the curve worked out by the Power Dispatching Agencyaccording to regional daily power generation
 dispatching plan curve issued by the provincial dispatching agencyon a daily basis to determine the power generation output
 of the Power Plant for each period of time of the next day.                                                                                                                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|1.1.22 | 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 amount, 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.                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|1.1.23 | Dispatching Code for Electric Power
 Systemrefers to
 the codes which are formulated in accordance with the Administration Regulations on the
 Dispatching of Power Grids, the national standards and the
 electric power industry standards and regulate the dispatching and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

5

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|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                          
|----------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                          | operation
 of the electric power system of this area, including Dispatching Code for
 Electric Power System ofFujian Province and Dispatching
 Code for Electric Power Systemof Sanming.                                                                                                                                                                                                                                 
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                          
|1.1.24                                    | Party As Reasonrefers to the requirements of Party A or liabilities
 attributed to Party A, including the liabilities which should be borne by
 Party A for the enlargement of accident due to Party As failure to perform
 relevant national regulations and standards, etc.                                                                                                                                        
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                          
|1.1.25                                    | 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 due to Party Bs failure to perform
 relevant national regulations and standards, etc.                                                                                                                                         
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                          
|1.1.26                                    | 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.                                                                                                                                                                                  
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                          
|1.1.27                                    | 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.
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                          
|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.                                                                                                                                                                                                                                                                                     
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                          
|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.                                                                                                                                                                                                                       

6

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|                                       |                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                      
|-------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------
|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.                                                                                                                                    
|                                       |                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                      
|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 the binding force on both Parties to this Agreement
 after it comes into effect.                                                                         
|                                       |                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                      
|Chapter III Obligations of the parties
|                                       |                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                      
|3.1                                    | The
 Parties shall abide by the national laws, regulations and the standards for
 the electric power industry, as well as relevant policies, rules and measures
 formulated and enacted by the electric power administrative department of the
 state and Fujian province, in respect to the capital construction, operation, maintenance, dispatching and
 management:
|                                       |                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                      
|                                       | The
 Parties shall abide by the technical specification, codes, rules and measures
 on operation and management and other normative documents formulated by the
 State Grid Corporation or by Party A for ensuring the safely and stably
 operation of the power grid. Currently the said normative documents include:                                                 
|                                       |                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                      
|                                       | (1)                                                                                                                                                                                                                                                                                                                                                                     | Dispatching
 Code for Electric Power System of Fujian Province (separately issued);                                  
|                                       |                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                      
|                                       | (2)                                                                                                                                                                                                                                                                                                                                                                     | Dispatching
 Code for Electric Power System for Sanming (separately issued);                                         
|                                       |                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                      
|                                       | (3)                                                                                                                                                                                                                                                                                                                                                                     | Measures on
 Safe and Stable Management on Power System of Fujian Province                                           
|                                       |                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                      
|                                       | (4)                                                                                                                                                                                                                                                                                                                                                                     | Implementation
 Rules on Preventing the Malicious Events to the Power System for the Power
 Grid of Sanming.         
|                                       |                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                      
|                                       | (5)                                                                                                                                                                                                                                                                                                                                                                     | Administrative
 Rules on Discipline Appraisal of Power Grid Dispatching for Sanming.                                 
|                                       |                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                      
|                                       | (6)                                                                                                                                                                                                                                                                                                                                                                     | Power
 Generation Dispatching Rules of Cascaded Hydropower Stations of Fujian Power
 Grid (For Trial Implementation).
|                                       |                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                      
|                                       | (7)                                                                                                                                                                                                                                                                                                                                                                     | Appraisal
 Rules on Operation and Management of Power Plants Uniformly Dispatched by
 Fujian Power Grid.             
|                                       |                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                      
|                                       | (8)                                                                                                                                                                                                                                                                                                                                                                     | Appraisal
 Rules on Operation and Management of Power Plants Uniformly Dispatched by
 Sanming Power Grid.            
|                                       |                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                      
|                                       | (9)                                                                                                                                                                                                                                                                                                                                                                     | Suspension
 for Overhaul and Management Appraisal Rules on Power Grid Equipment of
 Sanming.                         

7

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| |      |                                                                                                                                                                  
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (10) | Rules on
 Reactive Voltage Operation, Management and Appraisal on Local Dispatching and
 Directly Dispatching Power Plants of Sanming (For Trial Implementation).
| |      |                                                                                                                                                                  
| | (11) | Operational
 Rules for Relay Protection and Automatic Safety Device of Fujian Power
 System.                                                                     
| |      |                                                                                                                                                                  
| | (12) | Implementation
 Rules on Accident Prevention Key Measures on Relay Protection and Automatic
 Safety Device of Fujian Power System.                               
| |      |                                                                                                                                                                  
| | (13) | Implementation
 Rules on Technology Supervision on Relay Protection and Automatic Safety
 Device of Fujian Power System.                                         
| |      |                                                                                                                                                                  
| | (14) | Administrative
 Measures on Acceptance of the New Relay Protection Equipment Put into
 Operation of Fujian Power System.                                         
| |      |                                                                                                                                                                  
| | (15) | Administrative
 Rules on Setting Calculation of Relay Protection of Fujian Power System.                                                                         
| |      |                                                                                                                                                                  
| | (16) | Secondary
 System Ground Connection Plan for Relay Protection of Fujian Power System.                                                                            
| |      |                                                                                                                                                                  
| | (17) | Communication
 Management Procedures of Fujian Power System.                                                                                                     
| |      |                                                                                                                                                                  
| | (18) | Rules on
 Statistics, Appraisal and Rating on Communication Operation of Fujian Power
 System.                                                                   
| |      |                                                                                                                                                                  
| | (19) | Acceptance
 Standard of Standard Communication Station of Fujian Power System.                                                                                   
| |      |                                                                                                                                                                  
| | (20) | Administrative
 Rules on Anti-lightening Operation of Communication Station of Fujian Power
 System.                                                             
| |      |                                                                                                                                                                  
| | (21) | Operation
 and Management Procedures on Optical Communication of Fujian Power System.                                                                            
| |      |                                                                                                                                                                  
| | (22) | Operation
 and Management Procedures on Digital Microwave Communication of Fujian Power
 System.                                                                 
| |      |                                                                                                                                                                  
| | (23) | Operation
 and Management Procedures on Carrier Communication of Fujian Power System.                                                                            
| |      |                                                                                                                                                                  
| | (24) | Interim
 Operation and Management Rules on Automatic Switching Network of Fujian Power
 System.                                                                  
| |      |                                                                                                                                                                  
| | (25) | Administrative
 Measures on Communication Network of Fujian Power Communication System.                                                                          
| |      |                                                                                                                                                                  
| | (26) | Administrative
 Measures on Unwatched Communication Station of Fujian Communication Network
 and Power System.                                                   

8

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                               
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------
|      | (27)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Technical
 Management Procedures on Electric Energy Measurement Device.                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                               
|      | (28)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Operation
 and Management Procedures on Dispatching Automation System of Fujian Power
 Grid.                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                               
|      | (29)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Operation
 and Management Procedures on Digital Network of Fujian Power System.                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                               
|      | (30)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Fujian
 Administrative Rules on Secondary System Safe Guarding of Power Dispatching.                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                               
|      | (31)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Fujian
 Technical Standard on Safe Guarding of Power Dispatching Network.                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                               
|      | (32)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Safe
 Guarding Rules on Power Grid, Computer Supervision System of Power Plants and
 Dispatching Data Network.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                               
|      | During
 the performance of this Agreement, if there is any modification to the said
 procedures, rules and measures, then the modified procedures, rules and
 measures shall be applied.                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                               
|3.2   | Unless
 otherwise specifically provided in this Agreement, Party A is obliged to
 perform the following obligations as well:                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                               
|3.2.1 | With Power
 Dispatching Agency under the unified guidance and coordination of provincial
 dispatching, Party A shall uniformly dispatch the power grid within its
 dispatching jurisdiction, and shall be responsible for the operation and
 management of the equipment and facilities in relation to its governed power
 grid, to satisfy the requirement for the normal operation of the power grid
 and the power plants.                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                               
|3.2.2 | Party A
 shall uniformly dispatch the power grid within its jurisdiction strictly
 according to the law, regulations, rules, standards, procedures, codes and
 measures as prescribed in Article 3.1, to embody the principles of fairness,
 justness, publicity, economy and rationality.                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                               
|3.2.3 | Party A
 shall reasonably arrange the active power output and the reactive power
 output of the power plants, based on the regional Daily Power Generation
 Dispatching Plan Curve assigned by the provincial dispatching and in
 combination with the actual operation situation of its governed power grid.                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                               
|3.2.4 | Party A
 shall uniformly arrange the power generation, pressure regulating, back-up,
 etc. of the power plants, to satisfy the needs for safe and stable operation
 of its governed power grid and qualified electric energy.                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                               
|3.2.5 | Party A
 shall take measures to prevent any accidents which may impair the safe
 operation of its governed power system, shall organize all kinds of special
 and professional safety inspections on the security of the power grid and
 shall formulate the anti-accident measures for its own needs. Where there is
 any accident occurs to the major equipment of the Power Plant, which affects
 the safe and stable operation of the power grid, Party A is entitled to
 participate in the investigation in and analysis on such accidents.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                               
|3.2.6 | Party A
 shall timely and reasonably arrange the overhaul on the Power Plant according
 to the Dispatching Codes, the overhaul code and the defect development trends
 of the Power Plant                                                                                                                                                                                                                                                                                                                                                        

9

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|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       | equipment
 under non-emergencies brought forwarded by Party B and the actual operation
 situation of its governed power grid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3.2.7  | Party A
 shall support and assist Party B to conduct the technical renovation or
 parameter adjustment on relevant equipments; and shall provide guidance and
 coordination to Party B in respect to the dispatching as well as operation
 and management in relation to its governed power grid; shall provide guidance
 and coordination for Party Bs operation in respect to electric equipment,
 relay protection, automatic safety device, field system and speed control
 system, power dispatching communication, dispatching automation and other
 special fields in connection with the safe operation of its governed power
 grid; and shall conduct statistics appraisal on the operation situation of
 the Power Plants equipment according to relevant rules.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3.2.8  | Party A
 shall timely notify Party B of any information relevant to Party B in
 connection with the defect of the major equipment of the power grid and the
 transmission passage capacity of the Power Plant; and Party A shall notify
 Party B of the power dispatching information relevant to Party B on a
 quarterly basis.                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3.2.9  | Party A
 shall provide Party B relevant codes, rules, implementation rules and other
 normative documents on the technical management formulated by Party A 30 days
 before the Initial Connection Date. If there is any modification to the said
 documents, Party A shall timely provide the modified documents to Party B.                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3.2.10 | Party A
 shall assist Party B to conduct the investigation in any accidents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3.3    | Unless
 otherwise specifically provided in this Agreement, Party B is obliged to
 perform the following obligations as well:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3.3.1  | Party B
 shall conform to the unified dispatching of Power Dispatching Agency and
 properly organize the production activity of the Power Plant; and shall
 strictly abided by the Dispatching Code and the dispatching orders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3.3.2  | Party B
 shall formulate the on-site operation code which shall be consistent with
 Party As power system codes and rules and shall report it to Party A for
 recordation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3.3.3  | Party B
 shall provide the overhaul plan and proposal on the Power Plant equipment
 according to the requirement of the Power Dispatching Agency and shall
 implement the approved overhaul plan and well conduct other equipment
 examination and maintenance work.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3.3.4  | Party B
 shall timely conduct the technical renovation or parameter adjustment on the
 equipment for its own needs and shall report it to Party A for recordation
 (if in relation to the power grid safety, Party B shall report it to Party A
 for approval).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3.3.5  | Party B
 shall take measures to prevent any accidents which may impair the safe
 operation of the power system. Party B shall assist Party A to conduct all
 kinds of special and professional safety inspections on the security of the
 power grid and to carry forward all precautionary measures raised during the
 inspection. Where Power Dispatching Agency                                                                                                                                                                                                                                                                                                                                                                                                          

10

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|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       | raises any
 specific anti-accident measures or other requirements on the power system
 safety, Party B shall implement such measures and conduct the operation and
 maintenance according to such requirements. Party B shall report relevant
 documents on security measures to Power Dispatching Agency for recordation
 and shall participate the joint anti-accidents rehearsal organized by Power
 Dispatching Agency.                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.3.6  | Where there
 is any material defect or hidden danger in the major equipment of the Power
 Plant, Party B shall timely handle it according to the power industry
 standards and the Dispatching Code, and in the mean time shall faithfully
 notify Power Dispatching Agency. Party B shall report the result to Power
 Dispatching Agency after it competes handling such issues.                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.3.7  | Party B
 shall operate the plant and generate the power according to the Daily Power
 Generation Dispatching Plan Curve formulated by Power Dispatching Agency,
 shall adjust the power and voltage, participate in the frequency modulation
 and pressure regulating of the power grid, and shall bear the basic reserve
 level of the power grid and provide other basis auxiliary services according
 to the dispatching order issued by Power Dispatching Agency.                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.3.8  | Party B
 shall timely and accurately provide the operation status and production
 information of the Power Plants equipments to Power Dispatching Agency
 according to the requirements of Power Dispatching Agency on relevant
 documents as provided in Article 3.1, including the water situation,
 statements, etc. Party B shall ensure the accuracy of the information it
 provides.                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.3.9  | Party B
 shall provide full support and assistance to Party A for Party As
 participation in relevant accident investigation and analysis.                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.3.10 | During the
 effective term of this Agreement, if Party A requires the Power Plant to add
 new equipment or device or to conduct anti-accident measures or technical
 renovation, etc. due to the needs of safe and stable operation of the power
 grid or due to other requirements on the Power Plant, then Party B shall be
 responsible for implementing such requirements and conducting the operation
 and maintenance according such requirements of Power Dispatching Agency, and
 shall bear the related costs.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.3.11 | Party B
 shall participate the professional conference, anti-accident rehearsal and
 technical training organized by Power Dispatching Agency, and shall accept
 Party As centralized management and supervision over the operation
 dispatching, system stability, relay protection, communication, automation,
 reservoir regulation and other technical aspects of the Power Plant which are
 in relation to the power grid dispatching.                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.3.12 | Party B
 shall provide on-site technical training to Party As dispatching operator on
 duty.                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.3.13 | Party B
 shall accept Party As work guidance and coordination in accordance with
 Article 3.2.7 and shall equipment with relevant personnel on technical and
 overhaul management to assist Party As work.                                                                                                                                                                                                                                                                                                           

11

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|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|----------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Chapter IV Conditions for grid connection
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.1                                       | The primary
 and secondary equipments of Party B shall conform to the national standards,
 the electric power industry standards and other relevant regulations (refers
 to the counter measures against accidents to prevent equipments from
 flashover, electric mis-operation and malfunction or missing operation of
 relay protection and automatic safety devices.), 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 (the parameters setting requirements
 relating to the power grid shall be provided by the Power Dispatching
 Agency), equipment settings have been set in accordance with the requirements
 of the dispatching and management range division, and all conditions for
 being connected to the power grid of Party A and accepting the unified
 dispatching by the Power Dispatching Agency are ready.
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.2                                       | The
 relay protection and automatic safety devices (including the excitation
 system and speed regulation system) of the Power Plant shall conform to the
 national standards, the 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 pursuant to the requirements of the Administrative Measures on the
 Commissioning Acceptance for Relay Protection New Facilities of Electric
 Power System of Fujian Province and satisfy all conditions for
 synchronous operation, and comply with the relevant provisions of Chapter X
 hereof.                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.3                                       | The
 dispatching automation facilities of the Power Plant, including the units
 AGC/AVC, the computer monitoring system and electric power metering devices, etc.,
 shall conform to the national standards, the 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 infrastructure construction
 procedures of the State, comply with the relevant provisions of Chapter XI
 hereof, and satisfy the conditions for synchronous operation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.4                                       | The
 power dispatching communication facilities of the Power Plant shall conform
 to the national standards, the electric power industry standard 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, and comply with the 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 the provisions
 of the Power Purchase and Sale Contract, and pass the testing and
 acceptance jointly organized by Party A and Party B.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

12

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|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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), 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.                                                                                                                                                                                                 
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|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
 connected power grid.                                                                                                                                                                                                                                                                                                                                                                      
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.8                                              | The
 denominations and numbers for the equipments of the Power Plant shall be
 given in accordance with the dispatching and management range principle. The
 denominations and numbers released by the Power Dispatching Agency for the
 equipments within the jurisdiction of Power Dispatching Agency have been
 marked up at eye-catching places on the respective electric equipments so as
 the on-duty operators of the Power Plant may clearly define the electric
 equipments to be operated.                                                                                                                                
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.9                                              | 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.                                                                                                                                                                                                                                                                                       
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.10                                             | The
 primary and secondary equipments of Party A to be operated in conjunction
 with the operation of Party B shall conform to the national standards, the
 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 the relevant
 parameters reasonably compatible, the settings of such equipments being set
 as required and readily available for the Power Plant to be connected.
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.11                                             | Both
 Parties have worked out relevant counter-accident measures against possible
 Emergencies after the grid connection of the Power Plant, and such measures
 shall be filed with the Power Dispatching Agency.                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.12                                             | As
 for those new equipments which have not been handed over completed due to
 insufficient materials or which fail to meet the safety or economic
 qualifications for independent operation or which cannot meet the dispatching
 communication and power grid automation requirements, Power Dispatching
 Agency shall, after issuing rectification opinion, be entitled to refuse to
 approve such units to be put into commissioning operation.                                                                                                                                                                                  
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Chapter V Connection application and
 acceptance
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5.1                                              | Party
 B shall apply to Party A for the grid connection of its Power Plant, and
 shall be connected to the grid through a method as required upon the
 acceptance of Party A.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5.2                                              | Connection
 Application                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

13

---



|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | Party
 B shall submit a connection application to Party A thirty (30) days prior to
 the Initial Connection Date of the Power Plant (units) which shall include
 the scope of the facilities to be connected, the basic conditions, the
 acceptance results, the commissioning schedule and plan for the Power Plant
 (units) to be connected, etc., and shall be attached with all
 documents set out in Article 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 ten (10)days
 after the receipt of such application from Party B.                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|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 to
 confirm, but shall notify Party B in written form of the reasons for such
 refusal to confirm withinten (10) 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 five (5) days prior to the agreed Initial Connection Date,
 provide to Party B with the electric power system data, equipment parameters
 and 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 the Power Plant related to the power grid.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|5.4.2 | Party
 A shall provide to Party B with the name list of liaison staff (including
 staff authorized to issue dispatching instructions, staff in charge of
 operation modes, relay protection staff, automation staff and communication
 staff) and contact details.                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|5.4.3 | Party
 B shall, within five (5) days after the receipt of the confirmation notice,
 submit the grid connection commissioning items and plans to Party A according
 to its requirements.                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|5.4.4 | Both
 Parties shall negotiate and determine the specific timing and procedures for
 the initial connection after Party A has received the grid connection
 commissioning items and plans.                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|5.5   | When
 submitting the connection application, Party B shall provide to Party A with
 accurate materials in Chinese (the parameters required to be actually
 measured during the startup process of the grid connection may be submitted
 within five (5) days after the grid connection of the units),
 including:                                                                                                                                        

14

---



| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1)  | The
 technical specifications, technical parameters and actually 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
 generators and transformers), instruction manuals and trip models 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. The equipments technical parameters required for calculating
 the settings of the system protection of Party A, the over-excitation
 character curve for the transformer of power generator of 300MW and above,
 the allowable high and low frequency limits for the units,etc.,
 and the machines and equipments account (which could be filled out and
 submitted in DMIS system) for the relay protection and safety automatic
 protection and other equipments within Party Bs Power Plant.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (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), under-excitation 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

15

---



|                                                                            |                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                          
|--------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                            | (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
 lists and contact details for the professional staff in the fields of operation
 mode, relay protection, automation and communication.                                             
|                                                                            |                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                          
|                                                                            | (14)                                                                                                                                                                                                                                                                                                                                                        | Agreement
 of Maintenance of Line Owned by the Power Plant (See Appendix III)                                                                                                            
|                                                                            |                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                          
|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, and abide by
 the operational codes and specifications of the electric power system and
 comply with the unified 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 Sanming Power Dispatching Agency item by item 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 by reference to
 the actual operating conditions of the power grid.                                                                                                                                                                                                                      
|                                                                            |                                                                                                                                                                                                                                                                                                                                                            
|6.2.1                                                                       | The
 Power Plant during the grid-connected commissioning period shall be
 incorporated into the formal dispatching range, and shall be managed 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 operating 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

16

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|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 
|--------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|                                        | 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 be
 made to the commissioning plan according to the commissioning progress of the
 units and the grid operating conditions.                                                                                                                                                                                                                                                                                                                            
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|6.3                                     | Party
 A must prepare an emergency plan for any possible Emergencies during the
 commissioning period of Party B, defining the principles of managements and
 the specific measures to handle Emergencies, and ensure the safety of the
 electric power system and equipments. In case of any Emergencies occurred to
 the power grid, the Power Dispatching Agency shall be entitled to adjust the
 operation mode and the power generation plan for the Power Plant to the
 extent of disconnecting the Power Plant from the power grid.
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|6.4                                     | Party
 B shall conduct various performance tests or appraisals on the Power Plants
 generator set in accordance with the power industry standards, the power grid
 operation codes, and other regulations enacted by the state and Fujian power
 administrative departments. If the said performance tests or appraisals may
 affect the normal operation of the power grid, then such performance tests or
 appraisals can be implemented only after being approved by Power Dispatching
 Agency.                                       
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|6.5                                     | During
 the commissioning, the operation or withdrawal of the equipment dispatched by
 Party A shall be conducted strictly in accordance with the commissioning and
 dispatching scheme issued by Power Dispatching Agency. If Party B fails to
 operate or withdraw the equipment according to the said scheme, then it shall
 bear the liabilities for breach of contract according to Chapter XV of this
 Agreement.                                                                                                                   
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|6.6                                     | After
 completing the test on each generator set and completing compiling relevant
 data, Party B shall submit relevant and necessary test data to Power
 Dispatching Agency. After setting up the new generator set, Party B shall
 provide the in-plant equipment as-built drawings required for the power grid
 dispatching to Power Dispatching Agency.                                                                                                                                                                               
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|6.7                                     | Party
 B shall arrange commissioning start-up test of the Power Plant in accordance
 with applicable State standards, including tests related to grid operation.                                                                                                                                                                                                                                                                                                                                                                          
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 
|6.8                                     | After
 the Power Plant completes its start-up and trial operation, the Power Plant
 shall put the equipment (which is installed according to the requirements of
 the design and the power grid) into normal operation and shall go through the
 inspection and acceptance procedures of Party A. The generator set can be put
 into commercial operation only after it has been accepted.                                                                                                                                                
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 
|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 must not refuse or
 delay the                                                                                                                                                                                                                                                                                                                                                                 

17

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|      | implementation
 with any excuse. In case that implementing a dispatching instruction may
 endanger the staff 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 or not to continue such
 implementation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 
|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 be responsible for the accuracy and promptness
 of implementing the dispatching instructions; and 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 
|7.1.4 | The
 Power Plant shall ensure that at any time there are qualified staff with
 dispatching acceptance authorization in the central controlling room who can
 communicate with the Power Dispatching Agency and accept the dispatching
 instructions issued by the Power Dispatching Agency.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 
|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 normal operation, the on-duty dispatchers have the right to make
 appropriate adjustment to the Daily Power Generation Dispatching Plan Curve
 according to the actual operating conditions of the power grid, and such
 adjustment shall be notified to the on-duty operators of the Power Plant five
 (5) minutes in advance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 
|7.3   | In
 case of any abnormal condition of the operating equipments of the Power
 Plant, the Power Plant may, 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 in advance upon going through specified procedures and revise relevant
 plans. In the event that the equipments need an urgent outage, the Power
 Dispatching Agency shall make a prompt reply judging from the actual
 conditions. The Power Plant shall follow the final approval from the Power
 Dispatching Agency. In the event that the Power Dispatching Agency cannot
 arrange such overhaul temporarily 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.

18

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 the power grid
 structure, the grid operation requirements and the electric technical
 conditions of the Power Plant, arrange the Power Plant to be involved in the
 peak regulation, frequency modulation, voltage regulation and standby of the
 electric power system in a safe, high quality and economic manner.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|7.4.1 | Peak
 Regulation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      | The
 Power Plant shall participate in the peak regulation of the electric power
 system in accordance with relevant regulations, standards of the State and
 the unit ability. The range of the peak regulation shall reach relevant
 regulations and standards of the State. The regulation range for normal
 operations and accidents please refer to Appendix II.                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|7.4.2 | Frequency
 Modulation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | The
 Power Plant shall participate in the frequency modulation of the power grid.
 The Power Dispatching Agency may, according to the actual conditions of the
 power grid, arrange the Power Plant to be the modulation plant of the power
 grid and to carry out operation in accordance with the curve released by the
 Power Dispatching Agency. The Power Plant must comply with the dispatching
 instructions and maintain the grid frequency within the scope prescribed by
 the Dispatching Code.                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | The
 Power Plant shall participate in the frequency modulation of the electric
 power system in accordance with the requirements of the Dispatching Code for
 Electric Power System, and fulfill relevant obligations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | When
 the power generator has been connected to the power grid, the automatic speed
 governing system of the Power Plant must be put into operation. In case of
 any failure or abnormity of the automatic speed governing system of the Power
 Plant, the staff of the Power Plant shall immediately notify the Power Dispatching
 Agency and settle the malfunctions as soon as possible.                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|7.4.3 | Voltage
 Regulation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | The
 voltage test point of Fujian power grid shall be 110KV or 35 KV busbar. The
 Local Dispatching shall provide the maximum and minimum voltage curves of the
 voltage test point to the Power Plant according to the Rules on Reactive
 Voltage Operation, Management and Appraisal on Local Dispatching and Directly
 Dispatching Power Plants of Sanming. The permitted voltage error and the
 control requirements are provided in the Monthly Dispatching Plan. The
 Power Plant shall monitor and adjust the voltage at the test point under the
 operation of the generator set according to the Dispatching Code to ensure
 the monthly pass-rate of the voltage at the test point reaching 100%.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | During
 the operation, in the event that the units have lost the ability of reactive
 adjustment (or have reached the operation limitation), or the voltage at the
 testing point has deviated from the quality limit, the Power Plant shall
 immediately inform the Power                                                                                                                                                                                                                                                                                                                                                                                                                                       

19

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Dispatching
 Agency, and the dispatcher of the Power Dispatching Agency shall take
 relevant measures to maintain the voltage at the testing point within the
 quality limit. Under the premise of controlling the voltage at the testing
 point of the Power Plant within the quality limit, if the Sanming grid
 requires reactive optimization, the Power Plant shall make adjustment
 according to the reactive load released by the Power Dispatching Agency.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Subject
 to the needs of adjusting and controlling safety operation of the power grid,
 the units (XX, XX) of the Power Plant must be equipped with AVC, the
 Power Plant shall maintain and ensure the operation rate of AVC can reach
 100%, and shall be put into operation according to the dispatching
 instructions of the Power Dispatching Agency.                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|7.4.4 | Standby                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | If
 required by the Power Dispatching Agency, the Power Plant shall leave a
 proportional rotary standby volume. In the event that the rotary standby
 volume cannot meet the requirements of the Power Dispatching Agency, the
 Power Plant shall immediately report to the on-duty dispatchers of the Power
 Dispatching Agency.                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|7.4.5 | After
 the Power Plant has been connected to the power grid and started operation, besides
 the rectification measures taken by the staff of the Power Plant according to
 the dispatching instructions of the dispatching center, the automatic
 excitation modulation system of the Power Plant must be put into operation.
 In case of the failure or malfunction of the automatic excitation system of
 the Power Plant, the staff of the Power Plant shall immediately inform the
 Power Dispatching Agency and make well disposal of the defects as soon as
 possible, and disconnect the power generator if necessary until the problems
 have been resolved.                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|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
 two (2) working 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) working days in advance.                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|7.7   | The
 Power Dispatching Agency shall consult with the grid-connected Power Plant to
 convene grid-plants joint meetings at least twice a year 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.

20

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|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|7.8                                              | Both
 Parties shall exchange the name lists of on-duty staff in written form and
 notify any alteration thereof promptly.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|7.9                                              | The
 Power Plant shall keep daily field operation records, recording the actual
 power generated for every hour, the operating conditions for all equipments,
 the planned and unplanned power cut and any abnormal condition during the
 overhaul period. The date and time (the time shall be in twenty-four hour format)
 for each record shall be clearly listed out on the records and such materials
 shall be provided at proper time after being required by the Power
 Dispatching Agency. The operation records of the Power Plant shall be kept
 for record in accordance with the requirements of archive management.                                                                                                                                                                                                                                                                                                                                                                           
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|7.10                                             | The
 electric energy billing equipments of the Power Plant shall be put into
 normal operation, and realize the remote delivery to the electric energy
 billing system of Power Dispatching Agency. The Power Dispatching Agency
 shall carry out statistics and settlement of electricity volume basing on the
 data of electricity volume collected from the electric energy billing system.
 In case of malfunction of the electric energy billing equipments of the Power
 Plant, the Power Plant shall report to the Power Dispatching Agency and apply
 to exit due to malfunctions. In the meanwhile, the Power Plant shall resolve
 the malfunctions as soon as possible.                                                                                                                                                                                                                                                                                                                           
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Chapter VIII Equipment overhaul and
 maintenance
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|8.1                                              | The
 annual overhaul and maintenance plan for the Power Plant shall be reported to
 Power Dispatching Agency via E-mail before September 25thof each
 year according to relevant regulations. After the assessment and approval,
 Power Dispatching Agency shall issue an annual overhaul plan for the
 equipments within dispatching jurisdiction to the Power Plant. The Power
 Plant shall make preliminary preparations for the overhaul of equipments in
 accordance with the annual overhaul plan and make sure the overhaul of
 equipments will be completed as scheduled. In the event that the overhaul
 plan cannot be completed as scheduled due to the Power Plants own reasons,
 in order to satisfy the loading requirements and the needs of safe and stable
 operation of the power grid, the local power dispatching agency shall be
 entitled to cancel this overhaul plan, and the induced degraded liability of
 the equipment operation shall be undertaken by the Power Plant itself.
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|8.2                                              | The
 Power Plant shall submit the overhaul plan for the subsequent month to the
 Power Dispatching Agency via dispatching overhaul management system or by
 facsimile according to the regulations of the Dispatching Code. The Power
 Dispatching Agency shall, formulate the monthly dispatching plan based on the
 released annual (seasonal) power generation plan, annual overhaul plan and the
 monthly overhaul plan and the actual operating conditions of the power grid
 provided by the Power Plant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|8.3                                              | The
 Power Plant shall arrange the overhaul and maintenance for the equipments according
 to the schedule of the monthly dispatching plan. For any time of equipment
 overhaul, the Power Plant shall apply to the Power Dispatching Agency
 according to the regulations of the Dispatching Code, and the Power
 Dispatching Agency shall also issue a reply pursuant to the time limits
 provided in the Dispatching Code. The overhaul schedule and progress for the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

21

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|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 
|-------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|                                 | equipments
 of the Power Plant shall comply with the unified arrangement and coordination
 of the Power Dispatching Agency.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 
|8.4                              | In
 the event that the Power Plant needs to launch important testing projects
 after the general overhaul or technology upgrading, it shall submit the
 testing plan to the Power Dispatching Agency at least five working days prior
 to the grid connection, including to provide the equipment alteration scope,
 the testing items and testing procedures which need arrangement and the
 parameters for new equipments, and shall file a startup application in
 advance pursuant to the Dispatching Code. The Power Dispatching Agency shall
 take such application into consideration when drawing up the daily
 dispatching plan.
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|8.5                              | In
 the event that the Power Plant needs unplanned outage or derated output due
 to the defects of equipments, it shall also apply in advance to the Power
 Dispatching Agency pursuant to the regulations of the Dispatching Code
 (excluding Emergencies). When the application has been approved, the Power
 Dispatching Agency may revise the dispatching plan, and arrange the outage or
 derated output for the equipments. Such kind of applications shall not
 influence the assessment and statistics of other aspects of the Power Plant.                                                                                      
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|8.6                              | The
 ending time for the overhaul of the units shall be calculated from the time
 of reconnecting the power generator or resuming the standby. If the overhaul
 period is not long enough, the Power Plant shall go through the formalities
 for extending the period, but the extension application shall be submitted to
 the Power Dispatching Agency before half of the approved overhaul period has
 elapsed.                                                                                                                                                                                                                       
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|8.7                              | The
 Power Plant shall optimize the overhaul on the in-plant equipment, to avoid
 the repeated power cut of the same loop and the same equipment, in accordance
 with the annual overhaul plan on the power grids main equipment, under the principle
 of must repair what should be repaired and get it repaired, and in
 combination of the equipment overhaul plan and the power cut for the
 technical renovation and the capital construction.                                                                                                                                                                                   
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|8.8                              | If
 the Power Plant cause the repeated outage of the main power transmission and
 transformation equipment (such as the circuit, switch, busbar, generator
 transformer, etc.), the Power Dispatching Agency shall conduct the annual
 repeated outage appraisal on the Power Plant.                                                                                                                                                                                                                                                                                                                                                     
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|8.9                              | The
 Power Plant shall well conduct the preliminary work for the equipment
 overhaul according to the annual and monthly overhaul plans on the main
 equipment of the power grid formulated by The Power Dispatching Agency, to
 ensure the overhaul can be completed on schedule, which shall not be modified
 under normal situations.                                                                                                                                                                                                                                                                                                 
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Chapter IX Power generation plan
|                                
|9.1                              | 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.                                                                                                                                                                                                                                                                               

22

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|9.2   | Under
 normal situation, the Power Dispatching Agency shall, in view of the above
 and the safety constraint and power generation output balancing conditions, etc.
 of the power grid, arrange the power generation plan for the next day for the
 Power Plant pursuant to the regional power generation dispatching plan curve
 of the next day.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.3   | In
 case of any difference between the upstream water inflows and the arrangement
 of the daily power generation plan, the Power Plant shall propose to revise
 the daily power generation plan to the Power Dispatching Agency at least half
 an hour in advance, and only being approved by the on-duty dispatcher, the
 Power Plant may revise the plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.4   | The
 Power Plant shall arrange the power generation in strict accordance with the
 Daily Power Generation Plan Curve released by the Power Dispatching Agency.
 In case the dispatcher of the Power Dispatching Agency has revised the Daily
 Power Generation Plan Curve, the Power Plant shall arrange the power
 generation according to the revised Daily Power Generation Plan Curve. The
 deviation between the total active power of the generator units of the Power
 Plant and the Daily Power Generation Plan Curve shall not exceed the range of
 negative 5 to positive 5 MW.                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.4.1 | Where
 the system frequency exceeds the setting value of the artificial dead zone of
 the speed regulator of the Power Plants generator set, which leads to the
 active power of the actual power generation of the Power Plant exceeds ± 5MW
 of the Active Power Curve of Daily Power Generation Plan issued by The Power
 Dispatching Agency, then such increased or decreased power generation shall
 not be taken into the appraisal. Where the power grid frequency exceeds the
 setting value of the artificial dead zone of the speed regulator of the Power
 Plants generator set and where the Power Plants generator set does not
 participate in the frequency adjustment of the power grid, then a
 non-compliance appraisal shall be conducted on the Power Plants generator
 set for its nonparticipation in the frequency adjustment of the power grid.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.4.2 | The
 aforementioned Active Power Curve of Daily Power Generation Plan issued by
 The Power Dispatching Agency shall include the curve modified by the on-duty
 dispatcher of The Power Dispatching Agency or the curve modified according to
 the start-up and outage dispatching orders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.5   | In
 case of outage due to accidents or emergent derated output, the Power Plant
 shall immediately inform the outage or derated capacity to the Power
 Dispatching Agency. If timely restoration is impossible, the Power Plant
 shall make up an application as soon as possible, and then the Power
 Dispatching Agency can revise the power generation plan accordingly. The
 Power Dispatching Agencys amendment to the power generation plan on the
 request of the Power Plant due to the malfunction outage, the approval of the
 units Unplanned Outage and permit for derated output of the units shall not
 relieve or lighten the statistic assessment of the Planned Outage hours, the
 Unplanned Outage hours (including Forced Outage hours) and planned and unplanned
 derated output hours (shall be converted into equivalent outage hours).            

23

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|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|9.6                             | The
 Power Dispatching Agency shall monthly record and count the starting time,
 the recovery time, the reason and the derated volume for all kinds of outage
 and derated output, and release the statistic assessment data via E-mail each
 month. In case of any dissent, the Power Plant shall submit its dissents to
 the Power Dispatching Agency according to the scheduled time of assessment,
 which shall be confirmed by both Parties (if the Power Plant fails to propose
 its opinions on time, the relevant statistics will be deemed as being
 agreed). The above-mentioned statistic data shall be deemed as the basis for
 the annual utilization hours of the Power Plant, the annual power generation
 plan and the power grid safety assessment, etc.
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|9.7                             | In
 case of the following situations, Party B shall assume the liability for
 breach of contract to Party A pursuant to the provisions of Chapter XVI of
 this Agreement:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                | The
 annual equivalent available rate for each unit of the Power Plant of Party B
 fails to reach the target of 93% (the target of annual equivalent available
 rate for the units under normal overhaul condition is 85%, and the target of
 annual equivalent available rate for the units under expanded overhaul
 condition is 68%).                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                | Note:
 The annual equivalent available factor for each unit = 1(annual
 Planned Outage hours + annual Unplanned Outage hours + the equivalent outage
 hours converted from the annual planned and unplanned derated output) / 8760.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Chapter X Reservoir dispatching
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.1                            | Reservoir
 Flood Dispatching                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.1.1                          | The
 Power Plant shall file the flood dispatching plan to the Power Dispatching
 Agency at the end of March each year, and then record with the Power Dispatching
 Agency the approved flood dispatching plan, flood counter measures and the
 plan of defending beyond-standard flood within 10 days after receipt of such
 documents. The Power Dispatching Agency shall arrange reservoir dispatching
 in compliance with reservoir flood dispatching plan issued by the provincial
 economic and trade commsion.                                                                                                                                                                                                                                                     
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.1.2                          | The
 Power Plant shall finish the summary of the annual flood preventions within
 one month after the flood season, and submit the summary to relevant authority
 with a copy to the Power Dispatching Agency.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.1.3                          | In
 case of major alteration of the anticipated reservoir water inflow, the Power
 Plant shall report to the Power Dispatching Agency in advance, so as to
 timely adjust the load and improve the utilization rate of water resources.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.2                            | The
 Reservoir Dispatching Plans, Reports and Summary                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.2.1                          | Reservoir
 power generation dispatching plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

24

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|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | The
 daily power generation plan for the reservoir. Before 9:00 of normal working
 days, the Power Plant shall report the anticipated average reservoir water
 inflow, the anticipated power generation output and the feasible capacity of
 the Power Plant for the next day (for the subsequent three to eight days in
 case of holidays and vacations) to the Power Dispatching Agency.                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | The
 monthly power generation plan for the reservoir. Before the 20th
 day of every month, the Power Plant shall report the power generation plan
 proposals for the next month to the Power Dispatching Agency and other relevant
 authorities.                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | The
 annual power generation plan for the reservoir. The Power Plant shall, before
 the end of October of each year, submit the reservoir control and operation
 proposal for the next year to the Power Dispatching Agency and other relevant
 authorities, which shall mainly include the month-specific water inflow,
 power generation capacity, the month-end water control level and other
 requirements of the reservoir from water utility departments.                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10.2.2 | Relevant
 reports and statements concerning the reservoir dispatching                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | The
 daily dispatching report for reservoir. The Power Plant shall, before 9:00 of
 every day, report to the Power Dispatching Agency the up and down stream
 reservoir water level, the reservoir water inflow and the discharge capacity
 at 8:00 of the current day, and the previous days reservoir water inflow,
 power generation capacity, discharge capacity, the reservoir water outflow,
 the drainage area average rainfall and the lost electricity volume due to the
 peak regulation and water discard.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | The
 monthly dispatching report for reservoir. The Power Plant shall, before the 3rd
 day of each month, correctly fill in the monthly dispatching report and send
 such report by facsimile or e-mail, or send the original by mail to the Power
 Dispatching Agency                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10.2.3 | Summary
 of the reservoir dispatching                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | The
 Power Plant shall, before January 10 of each year, report to the Power
 Dispatching Agency the reservoir dispatching summary and the operation
 summary of the water dispatching automation system of the sub-center of the
 Power Plant for the previous year.                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10.3   | The
 automatic hydrological forecasting system and water dispatching automation
 system                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10.3.1 | In
 case of malfunctions of the automatic hydrological forecasting system of the
 Power Plant or the water dispatching automation system of the sub-center of
 the Power Plant, the Power Plant shall immediately make restorations and
 report to the Power Dispatching Agency, so as to collect the real time rain and
 water conditions for the reservoir drainage and serve to improve the economic
 operation level of the Power Plant and ensure the flood prevention for the up
 and down stream of the reservoir.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10.3.2 | In
 the event that the overhaul and equipment maintenance for the automatic
 hydrological forecasting system of the Power Plant and the water dispatching
 automation system of the                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

25

---



|                                                          |                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                          | sub-center
 of the Power Plant have caused the outage of the forecasting system, the
 approval from the Power Dispatching Agency shall be procured.                                                                                                                                                                                     
|                                                          |                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.3.3                                                    | The
 transformation and upgrading plan for the automatic hydrologic forecasting
 system of the Power Plant and the water dispatching automation system of the
 sub- center of the Power Plant shall be submitted to the Power Dispatching
 Agency for examination.                                                                      
|                                                          |                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.4                                                      | The
 Liability Affirmation for Breach of Reservoir Dispatching                                                                                                                                                                                                                                                                          
|                                                          |                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                          | In
 case of any of the following events, Party B shall assume the liability of
 breach in accordance with the provisions of Chapter XVI to Party A:                                                                                                                                                                                     
|                                                          |                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                          | (1)                                                                                                                                                                                                                                                                                                                                      | The
 outage which has not been reported to the Power Dispatching Agency in time,
 due to the occurrence of overhaul or equipment maintenance of the water
 automatic monitoring and reporting system of the Power Plant and the water
 dispatching automation system of the sub-centre of the Power Plant, causes
 mistaken dispatching of the Power Dispatching Agency;                                                                                                                                                                                                                                                                                                                                                                  
|                                                          |                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                          | (2)                                                                                                                                                                                                                                                                                                                                      | The
 Power Plant has not on time filled out and reported the reservoir dispatching
 daily report or the reservoir dispatching daily power generation plan for
 twice and above within one month;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                          |                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                          | (3)                                                                                                                                                                                                                                                                                                                                      | Any
 transformation or upgrading scheme of the water automatic monitoring and
 reporting system of the Power Plant and the water dispatching automation
 system of the sub-centre of the Power Plant has been carried out without the
 examination and approval of the Power Dispatching Agency.                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                          |                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Chapter XI Relay protection and automatic
 safety devices
|                                                          |                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|11.1                                                      | 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 and management of relay protection and automatic
 safety devices within the range of dispatching, and conform to the following
 requirements:
|                                                          |                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                          | (1)                                                                                                                                                                                                                                                                                                                                      | Taking
 charge of calculation of settings and the operation of relay protection and
 automatic safety devices within the range of dispatching, and making analysis
 and assessment of the movements of the devices. The settings for the relay
 protection and automatic safety devices of the Power Plant within the range
 under the dispatching of the Power Dispatching Agency shall be released by
 the Power Dispatching Agency, and the settings of other relay protection and
 automatic safety devices of the Power Plant may be calculated and set by the
 Power Plant itself and filed with the Power Dispatching Agency, and the
 settings for the boundaries shall be examined and approved by the Power
 Dispatching Agency.
|                                                          |                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                          | (2)                                                                                                                                                                                                                                                                                                                                      | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

26

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Agency.
 In case the Power Plant is concerned, Party A shall cooperate with the Power
 Plant to analyze and handle the accidents.                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 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.                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Providing
 instructions and assistance to the Power Plant in respect of the setting and
 operation of relevant relay protection and automatic safety devices, and
 necessary technical support.                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Strictly
 implementing the counter measures against accidents for relay protection and
 automatic safety devices promulgated by the State and relevant authorities.                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|11.2 | Party
 B shall strictly abide by the codes and specifications concerning the design,
 operation and management of relay protection and automatic safety devices and
 relevant relay protection counter measures against accidents, abide by the
 relevant regulations of the Power Dispatching Agency concerning the grid safe
 operation, take charge of operation management of relay protection and
 automatic safety devices within its jurisdiction, and conform to the following
 requirements:
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Party
 B must, during the period for the preliminary design of the Power Plant,
 provide the principle designing instructions for the adopted relay protection
 equipments to Party A and ensure the implementation of opinions proposed by
 Party A according to the requirements of safe operation of the power grid and
 counter measures against accidents, otherwise, Party A shall be entitled to
 reject its connection onto the grid.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Taking
 charge of calculation of settings and the operation of the relay protection
 and automatic safety devices belonging to the Power Plant, and making
 analysis and assessment of the running conditions of the devices which shall
 be applied to the Power Dispatching Agency for filing and record.                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Taking
 charge of the settings of relay protection and automatic safety devices
 within the jurisdiction of the Power Dispatching Agency and being responsible
 for its correctness and completeness, and pursuant to the administration
 requirements of the Power Dispatching Agency, conducting the setting
 conversion management in the DMIS system.                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Being
 responsible for the commissioning and regular testing and maintenance of the
 relay protection and automatic safety devices within its jurisdiction, making
 such devices satisfy the set technical requirements and conform to the
 setting requirements, and keeping complete commissioning reports and records.                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 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, the                                                                                                                                                                                                                                                          

27

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|     |                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                 | settings
 shall be made by the Power Dispatching Agency, and the selection of types of
 relevant equipments shall be subject to the approval of the Power Dispatching
 Agency.                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (6)                                                                                                                                                                                                                                                                                                                                                                                             | In
 case of any change of 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
 within its jurisdiction according to the requirements of the Power
 Dispatching Agency.                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (7)                                                                                                                                                                                                                                                                                                                                                                                             | In
 case of any running of the relay protection and automatic safety devices of
 the Power Plant, Party B shall immediately report to relevant on-duty
 dispatcher of the Power Dispatching Agency, analyze the causes and take
 measures in accordance with the codes, and submit relevant materials to the
 Power Dispatching Agency according to the requirements. In case the power
 grid is concerned, Party B shall cooperate with Party A in assisting in
 analyzing and handling the accidents.
|     |                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (8)                                                                                                                                                                                                                                                                                                                                                                                             | In
 case of malfunction or defect of the relay protection and automatic safety
 devices of the Power Plant, Party B shall immediately report to relevant
 on-duty dispatcher of the Power Dispatching Agency, handle the accidents,
 analyze the causes and take measures in a timely fashion in accordance with
 the codes. In case the power grid is concerned, Party B shall submit relevant
 status to the Power Dispatching Agency in a written form.                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (9)                                                                                                                                                                                                                                                                                                                                                                                             | Strictly
 implementing the counter measures against accidents for relay protection and
 automatic safety devices promulgated by the State and relevant authorities.                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|11.3 | In
 the event that the relay protection and automatic safety protection devices
 for the equipments belonging to the Power Plant but within the jurisdiction
 of the Power Dispatching Agency (including direct dispatching and licensing
 dispatching equipments) need technological transformation, the relevant
 technological transformation plan must be examined and approved by Party A.
|     |                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|11.4 | In
 case of any trip of the switch of the generator units or lines of Party B due
 to the relay protection devices, the Power Plant shall submit the relevant
 default conditions of the equipments set forth below to the relay protection
 department of Party A within twenty four (24) hours, mainly including but not
 limited to:                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (1)                                                                                                                                                                                                                                                                                                                                                                                             | The
 equipment turning-on condition and the operation mode of the primary
 equipment during the occurrence of such trip;                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (2)                                                                                                                                                                                                                                                                                                                                                                                             | The
 signal of the visual annuciator in the supervisory control panel and the trip
 condition of the breaker;                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (3)                                                                                                                                                                                                                                                                                                                                                                                             | Signal
 of face plate for the protection devices;                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (4)                                                                                                                                                                                                                                                                                                                                                                                             | The
 printed report for the default of the microcomputer protection device;                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (5)                                                                                                                                                                                                                                                                                                                                                                                             | The
 default report of the microcomputer default recorder.                                                                                                                                                                                                                                                                                                                                                                                                                                             

28

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|                                   |                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                
|---------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|11.5                               | In
 order to improve the stability of the electric power system, both Parties
 shall upgrade and transform the equipments in a timely manner.                                                                                                                                                           
|                                   |                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                
|                                   | (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.            
|                                   |                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                
|                                   | (2)                                                                                                                                                                                                                                                                                                      | The
 equipments after transformation shall not be put into operation through
 specific procedures until being commissioned and passing the acceptance and
 being confirmed as qualified.                                                       
|                                   |                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                
|11.6                               | 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 of the relay protection and automatic safety
 protection devices.                                              
|                                   |                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                
|11.7                               | 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 >99%.                                                                                                                                                                         
|                                   |                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                
|                                   | (2)                                                                                                                                                                                                                                                                                                      | The
accuracy rate for the running of relay protections >95%.                                                                                                                                                                                   
|                                   |                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                
|                                   | (3)                                                                                                                                                                                                                                                                                                      | The
 availability for fault recording >99%.                                                                                                                                                                                                    
|                                   |                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                
|                                   | (4)                                                                                                                                                                                                                                                                                                      | The
 operation rate of automatic safety devices >99%.                                                                                                                                                                                          
|                                   |                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                
|                                   | (5)                                                                                                                                                                                                                                                                                                      | The
 accuracy rate for the running of automatic safety devices >99%.                                                                                                                                                                           
|                                   |                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                
|Chapter XII Dispatching automation
|                                   |                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                
|12.1                               | 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 material problems arising out of the
 operation.
|                                   |                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                
|                                   | (2)                                                                                                                                                                                                                                                                                                      | Facilitating
 the connection of automation signals of the Power Plant according to the
 design requirements.                                                                                                                                   
|                                   |                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                
|                                   | (3)                                                                                                                                                                                                                                                                                                      | Making
 timely analysis of the fault causes for the dispatching automation system and
 taking precautionary measures.                                                                                                                          

29

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|     |                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (4)                                                                                                                                                                                                                                                                                                                                                                                         | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | (5)                                                                                                                                                                                                                                                                                                                                                                                         | 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).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|12.2 | Party
 B shall strictly abide by the codes and specifications concerning the design,
 operation and management of the dispatching automation system, abide by
 relevant regulations formulated by the Power Dispatching Agency, take charge
 of the operation and maintenance for the dispatching automation equipments at
 the Power Plant end, and conform to the following requirements:
|     |                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | (1)                                                                                                                                                                                                                                                                                                                                                                                         | The
 telecontrol data from the Power Plant RTU or 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 system and the electric energy metering system of the Power
 Dispatching Agency according to the transmission protocols in line with the
 national standards or industry standards. The electric energy metering system
 shall pass the testing organized by a qualified testing agency recognized 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
 within its jurisdiction and taking precautionary measures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | (3)                                                                                                                                                                                                                                                                                                                                                                                         | Providing
 assistance to Party A in respect of 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
 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) to make sure the effective
 isolation of the Power Plants computer monitoring and control system from
 the management information system and the office automation system, and the
 physical isolation of the dispatching special data network from the
 comprehensive information network and outside internet.                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|12.3 | Both
 Parties shall operate and maintain the automation equipments in accordance
 with the Dispatching Code for Electric Power System and the dispatching
 automation operation code, and shall not exit or shut down the equipments at
 random.                                                                                                                                           

30

---



|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                              
|-------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|12.4                                   | In
 the event that the equipments which belong to the Power Plant but within the
 dispatching range (including the equipments under the direct and licensing
 dispatching) of the Power Dispatching Agency and the dispatching automation
 and communication equipments need technological transformation, the plan must
 be examined and approved by the Power Dispatching Agency. The Power Plant
 shall submit to the Power Dispatching Agency all and complete design
 materials and requisite testing data.
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                              
|12.5                                   | In
 case of any bidding for grid connection of the power generation as required
 by the national polices or governmental regulations, the Power Plant shall
 establish and utilize relevant technical support system according to relevant
 regulations, which could make the Power Plant be ready for effective
 communication with relevant system of the Power Dispatching Agency.                                                                                                                           
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                              
|12.6                                   | Both
 Parties shall respectively designate staff to take charge of the operation
 and maintenance of the dispatching automation systems within their respective
 jurisdictions, and ensure the normal operation of the dispatching automation
 system.                                                                                                                                                                                                                                                          
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                              
|12.7                                   | Party
 B shall, according to the requirements of the dispatching production control
 and management, establish relevant computer data network, and interconnect it
 to the special network for dispatching data and the dispatching management
 information network.                                                                                                                                                                                                                                            
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                              
|12.8                                   | The
 RTU or the computer monitoring and control system, the electric energy
 collection and transmission devices of the Power Plant shall reach the
 following main operation standards:                                                                                                                                                                                                                                                                                                                        
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                       | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | The
availability of RTU or the telecontrol station of the computer monitoring and
control system (monthly) > 99%.                                                                                                                                                            
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                              
|                                       | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | The
accuracy error of telemeter <±1.5%.                                                                                                                                                                                                                                      
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                              
|                                       | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | The
 availability of electric energy collection and transmission devices >
 99%.                                                                                                                                                                                             
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                              
|Chapter XIII Dispatching communication
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                              
|13.1                                   | Party
 A shall strictly abide by the codes and regulations concerning the design,
 operation and management of the dispatching communication system, take charge
 of the operation and maintenance of 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 command of the operating conditions of the
 dispatching communication system and coordinating the major problems arising
 out of the operation.
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                              
|                                       | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Taking
 charge of the operational maintenance of the communication equipments and
 communication lines at the dispatching end, and ensuring the reliable
 operation.                                                                                                         
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                              
|                                       | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Making
 timely analysis of the fault causes for the dispatching communication system
 and taking precautionary measures.                                                                                                                                                     

31

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                        
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Providing
 instructions and assistance to Party B in the operational maintenance of the
 dispatching communication system, and cooperating with Party B in respect of
 the investigation on accidents.                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                        
|13.2 | Party
 B shall strictly abide by the codes and regulations concerning the design,
 operation and management of the dispatching communication system, and
 relevant communication management regulations of the Power Dispatching
 Agency, take charge of the operation and maintenance of the dispatching
 communication system at the Power Plant end, and conform to the following
 requirements:                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                        
|     | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Taking
 charge of the operational 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 investigation on accidents.                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                        
|13.3 | The
 model selections 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 Party A, and shall be approved by Party A.                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                        
|13.4 | In
 order to assure the reliability of the information transmission between both
 Parties, the interconnected transmission net of both Parties shall be
 equipped with two different and independent communication transmission routes
 (physical media) to ensure the specified dispatching and the transmission
 channel for the automatization system, relay protection and automatic safety
 devices. If it is the SDH optical transmission system, the interconnection of
 Party B shall be synchronized with the clock of Party A.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                        
|13.5 | As
 required by the business of the power grid production dispatching, both
 Parties shall be equipped accordingly with the complete connection and auxiliary
 facilities,etc. for the systems in relation to data exchange,
 dispatching and executive exchange, communication monitoring and controlling,
 and other communication system.                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                        
|13.6 | In
 order to ensure the influent interconnection and intercommunication of the
 communication net, the parameters of the communication equipment of Party B,
 including the frequency requirements (which refer to the carrier wave of the
 electric power lines and wireless frequencies), which is connected to the
 electric power communication net of Party A, shall be approved by Party A in
 writing.                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                        
|     | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | In
 the event that Party B makes use of the carrier frequency which has not been
 approved and caused frequency disturbing wave and the operation of other
 carrier lines, Party A may refuse to allow Party B to be interconnect with
 carrier line, in the meanwhile, it may ask Party B to compensate the losses
 arising therefrom.

32

---



|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | In
 the event the technical parameters for interconnection with communication net
 (such as power, bit error rate, equipment type, configuration, interface
 style) of Party B has not been approved by Party A in written form through
 consultations, Party A may refuse the relevant interconnection. Party B shall
 assume the liability for the failure of interconnection and
 intercommunication and the influence of the failure of interconnection and
 intercommunication on the production.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|13.7  | The
 overhaul and outage (retirement) of the system equipment of the Power Plant
 or hydropower station, which is connected to the electric power communication
 interconnection net of the local and county dispatching, shall comply with
 the management regulation and examination and approval procedures of Party A.                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|13.8  | The
 system equipments of the plant and station, which are connected to the
 electric power communication interconnection net of the local and county
 dispatching, must be equipped with the corresponding staff for the daily
 operation maintenance to ensure the twenty four (24) hours available field
 maintenance for any default to the interconnected electric power lines; in
 addition, such staff shall strictly obey the electric power communication
 dispatching instructions released by the local and county dispatching and
 communication net management and maintenance cooperation.                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|13.9  | In
 case of any overhaul without going through any examination and approval
 procedures, or the implementation that is not complied with the communication
 dispatching directions, and the requirements of the cooperation for the net
 management and maintenance, which are due to Party Bs Reason and cause
 mistaken operation, mistaken judgment and mistaken direction of the
 communication dispatching and operation maintenance, Party B shall be
 responsible for the corresponding liabilities for the aforesaid mistakes
 which lead to the delayed settlement and overtime block of the interconnected
 communication net.                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|13.10 | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|13.11 | Party
 B shall endeavor to make all relevant communication stations under its
 control comply with the standard communication station of the provincial
 electric communication net, free-willingly accept the supervision and
 inspection organized by Party A for standard communication stations, be
 entitled to participate in the amendment and revision of the criterions for
 standard communication stations, and ensure the continuous liable operation
 of the communication equipments at the plant and station end. In the
 meanwhile, Party B shall take an active part in the annual professional
 meeting for the whole provinces electric communication work.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|13.12 | Party
 A shall carry out the payable arrangement for the interconnection between the
 provincial electric power communication net and the two communication
 transmission net lines of Party B, which are of different operation modes,
 different wideband and different signal contents, on the basis of the two
 different communication transmission routes owned by Party B, and connect the
 corresponding signals to the provincial (local) dispatching agencies.                                                                                                                                                                                                       

33

---



|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                  |                                                               
|-------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------ | --------------------------------------------------------------
|13.13                                              | The
 electric power dispatching communication system at the end of Party B shall
 reach the following main operation standards:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                 
|                                                   | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Service
 factor of communication circuit >99.9%.
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                 
|                                                   | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Equipment
 service factor >99.9%.               
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                 
|                                                   | Among
 which:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                 
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 1)                                               | Service
 factor of carrier equipment >99.9%.                  
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                  |                                                               
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 2)                                               | Service
 factor of optical communication equipment >99.9%.    
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                  |                                                               
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 3)                                               | Service
 factor of communication interchange equipment >99.9%.
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                 
|13.14                                              | Both
 Parties shall respectively appoint staff to take charge of the operation and
 maintenance of the dispatching communication system within their respective
 jurisdictions, and ensure the normal operation of the dispatching
 communication system.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                 
|Chapter XIV Accident management and
 Investigation
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                 
|14.1                                               | The
 Power Dispatching Agency and the Power Plant shall, within their respective
 jurisdiction and in accordance with 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 the handling results.                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                 
|14.2                                               | The
 equipment accidents within the dispatching range of the Power Dispatching
 Agency shall be handled by 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).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                 
|14.3                                               | In
 case of any tripping or unit derated volume and other abnormal conditions or
 accidents occurred to the equipments within the dispatching jurisdiction of
 the Power Dispatching Agency, the Power Plant shall strictly abide by the
 provisions of the Dispatching Code to verify the reasons for such abnormality
 or accidental tripping, report the actual conditions accurately, obey the
 directions of the Power Dispatching Agency and resolve the default of the
 equipments. Otherwise, the Power Dispatching Agency shall be entitled to
 order outage of relevant equipments or limit the active output of units, and
 the units unplanned derated output hours caused therefrom shall be converted
 into equivalent outage hours; in case of unit outage, shall be counted as
 Forced Outage hours.
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                 
|14.4                                               | In
 case of breaker tripping occurred to the units or circuits of the Power
 Plant, the staff of the Power Plant shall report by telephone to the Power
 Dispatching Agency and submit the following malfunction events, including but
 not limited to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                 
|                                                   | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | The
 tripping of circuit breaker;               
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                 
|                                                   | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | The
 location of the circuit breaker (on/off);  

34

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|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                       
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------
|       | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | The
 tripping time;                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                       
|       | (4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Any
 information which will help to analyze the tripping reasons for circuit
 breaker;
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                       
|       | (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | The
 tripping times of circuit breakers due to the malfunctions;                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                       
|       | (6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | The
 output records from false recording devices.                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                       
|       | The
 staff of the Power Plant shall immediately report the above-mentioned events
 set forth in items (1), (2) and (3), the events set forth in items (4), (5),
 (6) shall be reported as soon as the preparation of the field is ready. In
 case of any abnormity of the far transmission function of false recording
 devices, the event provided in item (6) shall be provided within twenty-four
 hours to the Power Dispatching Agency.                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                       
|14.5   | 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,
 operation characteristics and specific conditions of the Power Plant,
 formulate principles for accident management and specific counter measures
 against accidents, and raise specific requirements on the necessary measures
 to be taken by the Power Plant.                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                       
|14.5.1 | In
 case of any Emergencies that threaten the safety 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, and disconnecting the Power Plant, etc.                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                       
|14.5.2 | 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.                                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                       
|14.5.3 | The
 Power Dispatching Agency shall explain to Party B the reasons for
 disconnecting the Power Plant or the unit after the accident.                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                       
|14.6   | The
 units power generation curve (active or reactive), the voltage at the voltage
 testing point and the power on the system frequency curve or link line shall
 be subject to the data collected by the dispatching automation system of the
 Power Dispatching Agency, and shall be taken as the basis for relevant
 assessment In case of any dissenting opinion concerning the data collected by
 the automation system of the Power Dispatching Agency, the Power Plant may
 timely provide evidence which shall be jointly confirmed by both Parties
 through verification.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                       
|14.7   | The
 Party or Parties suffering from accident(s) shall carry out accident
 investigation according to the Codes of Investigation for Electric Power
 Production Accidents. The conclusions of the investigation shall
 include causes of accident, responsible party for the accident and the
 liabilities, and the counter measures against accidents to prevent similar
 accidents. The responsible Party for the accident shall assume the
 liabilities according to the investigation conclusion, and timely implement
 the counter measures against accidents.               

35

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|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                             
|------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|14.7.1                   | 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.                                                                                                                   
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                             
|14.7.2                   | During
 the Power Plant accident investigation carried out by Party B, Party A shall
 be 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.                                                                                                                
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                             
|14.7.3                   | As
 for the accidents involving both Parties, if the Parties cannot reach an
 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.                                                                                                                                                                                                                     
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                             
|14.7.4                   | The
 investigation report on the accident involving one Party or both Parties
 shall be published, which shall cover: causes of the accident, dealing
 progress of the accident, responsible party for the accident and the
 liabilities, the rectification plan and accident preventive measures, etc.                                                                                                                                                                                                 
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                             
|14.7.5                   | The
 responsible party for the accident shall timely correct the errors and
 implement the rectification plan and accident preventive measures. In case
 that the other Party is involved in such rectification plan and preventive
 measures, the consent of the other Party shall be obtained.                                                                                                                                                                                                        
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                             
|Chapter XV Force majeure
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                             
|15.1                     | 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.         
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                             
|                         | (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.
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                             
|15.2                     | 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                                                                                                                                                                                                                                                                                                               

36

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|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                            
|----------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                | Force Majeureevent 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).                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                            
|15.3                                            | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                            
|15.4                                            | In the event that the Force Majeure has
 prevented a Party from performing its obligations under this Agreement for a
 continuous period of oversixty (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 after the occurrence of Force Majeure, any Party shall be
 entitled to terminate this Agreement with a notice to the other Party, unless
 otherwise provided herein.
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                            
|Chapter XVI Liabilities for breach of
 contract
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                            
|16.1                                            | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                            
|16.2                                            | 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 Article 16.3
 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 Article 4.10, which has resulted in the incapability of
 the Power Plant to generate power on schedule, to generate power as normal or
 which has caused direct economic losses to Party B.
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                            
|                                                | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Violation
 of the provisions of Articles 5.3 and 5.4, which has resulted in the
 incapability of the Power Plant to generate power on schedule or which has
 caused direct economic losses to Party B.                     
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                            
|                                                | (4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Violation
 of the provisions of Article 6.2, which has resulted in the incapability of
 the Power Plant to generate power on schedule or which has caused direct
 economic losses to Party B.                              

37

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|     |                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (5)                                                                                                                                                                    | Violation
 of the Dispatching Code for Electric Power System, which has caused direct
 economic losses to Party B.                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                
|     | (6)                                                                                                                                                                    | Party
 A requires the Power Plant (units) to conduct peak regulation, frequency
 modulation or voltage regulation beyond its operation capacity or the
 provisions of this Agreement (excluding for handling accidents), which has
 caused direct economic losses to Party B.                                                                                                                  
|     |                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                
|     | (7)                                                                                                                                                                    | Setting
 or commanding error of the primary and secondary equipments of the power grid
 due to Party As Reason, which has caused direct economic losses to Party B.                                                                                                                                                                                                                           
|     |                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                
|     | (8)                                                                                                                                                                    | Any
 failure of delay protection, safety automation facility, dispatching
 automation system and dispatching communication system due to Party As
 reason, which has caused direct economic loss to Party B.                                                                                                                                                                                  
|     |                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                
|16.3 | For
 each time of breach of Contract, Party A shall undertake the liabilities for
 breach of contract by the following ways:                                          
|     |                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                
|     | (1)                                                                                                                                                                    | Paying
 to Party B the electricity output of 10,000 kwh in a lump sum as a
 compensation for its breach.                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                
|     | (2)                                                                                                                                                                    | In
 case of any direct economic losses of Party B which cannot be fully
 compensated by the electric power output paid in a lump sum provided in Item
 (1) above, the electric power output corresponding to the direct expenses of
 Party B for repairing equipments and restoring normal operations shall be
 complemented by Party A (calculated by the on-grid tariff of the Power
 Plant).
|     |                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                
|     | (3)                                                                                                                                                                    | In
 case of causing electricity output losses to Party B, the relevant provisions
 provided in the Power Purchase and Sale Contract entered into by both Parties
 shall be resorted to for the treatment.                                                                                                                                                                                      
|     |                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                
|16.4 | Party
 B, in case of any of the following breach of contract, shall assume the
 liabilities for breach of contract to Party A by the method provided in
 Article 16.5:
|     |                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                
|     | (1)                                                                                                                                                                    | Failure
 to perform the obligations provided in Chapter III, which has caused direct
 economic losses to Party A.                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                
|     | (2)                                                                                                                                                                    | Failure
 to complete the grid connection preparation works in accordance with the
 provisions of Chapter IV hereof, which has caused direct economic losses to
 Party A.                                                                                                                                                                                                                       
|     |                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                
|     | (3)                                                                                                                                                                    | Violation
 of the provisions of Articles 5.2 and 5.4, which has caused direct economic
 losses to Party A.                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                
|     | (4)                                                                                                                                                                    | Violation
 of the provisions of Articles 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 or any third party.                                                                                                                                                                           

38

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|       |                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                   
|------ | ---------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       | (6)                                                                                                              | Failure
 to participate in the peak regulation, frequency modulation, voltage
 regulation and backup of the electric power system in accordance with the
 provisions of Article 7.4.                                                                                                                                                                                              
|       |                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                   
|       | (7)                                                                                                              | Violation
 of the relevant regulations concerning the overhaul management provided in
 the Grid Dispatching Code.                                                                                                                                                                                                                                                                 
|       |                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                   
|       | (8)                                                                                                              | The
 variation of the overhaul period due to Party Bs Reason, which has caused
 direct economic losses to Party A.                                                                                                                                                                                                                                                               
|       |                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                   
|       | (9)                                                                                                              | Failure
 to honestly report to the Power Dispatching Agency the actual condition of
 the equipments (such as the power generator, steam turbine, boiler and
 electric equipments) of the Power Plant and relevant facilities.                                                                                                                                                     
|       |                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                   
|       | (10)                                                                                                             | Violation
 of the regulations concerning the dispatching operation management provided
 by the Grid Dispatching Code, which threatens the safe and stable operation
 of the power grid.                                                                                                                                                                                           
|       |                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                   
|       | (11)                                                                                                             | The
 failure of the relay protection and automatic safety devices of the Power
 Plant to reach the agreed standard provided in Article 11.9, or the
 malfunction or incorrect running of the relay protection and automatic safety
 devices due to Party Bs Reason, which has caused an accident or the
 amplification of accidents and caused direct economic losses to Party A.
|       |                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                   
|       | (12)                                                                                                             | The
 failure of the electric power automatic system of the Power Plant to attain
 the agreed standards provided in Article 12.8, or the malfunction of the
 electric power automatic system of the Power Plant due to Party Bs Reason,
 which has caused an accident or the amplification of accidents and caused
 direct economic losses to Party A.                            
|       |                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                   
|       | (13)                                                                                                             | The
 failure of the dispatching communication system of the Power Plant to attain
 the standards provided in Article 13.13, or the malfunction of the
 dispatching communication system of the Power Plant due to Party Bs Reason,
 which has caused an accident or the amplification of accidents and caused
 direct economic losses to Party A.                                
|       |                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                   
|       | (14)                                                                                                             | Violation
 of the provisions of Articles 9.4.1.                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                   
|       | (15)                                                                                                             | Violation
 of the provisions concerning the reservoir dispatching provided in Article
 10.4.                                                                                                                                                                                                                                                                                      
|       |                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                   
|       | (16)                                                                                                             | Failure
 of the unit annual availability rate to reach the agreed amount prescribed in
 Article 9.7.                                                                                                                                                                                                                                                                              
|       |                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                   
|16.5   | Party
 B shall assume the liabilities for breach of contract by the following ways:                             
|       |                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                   
|16.5.1 | For
 each time of breaching, Party B shall assume the liabilities for breach of
 contract by the following ways:
|       |                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                   
|       | (1)                                                                                                              | Paying
 to Party A the electricity output of 10,000 kwh in a lump sum as a
 compensation for its breach.                                                                                                                                                                                                                                                                          

39

---



|     |                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (2)                                                                                                                                                                                                                                                                                                                                                                                                                      | In
 case of any direct economic losses of Party A which cannot be fully
 compensated by the electric power output paid in a lump sum provided in Item
 (1) hereof, the electricity output corresponding to the direct expenses of
 Party A for repairing equipments and restoring normal operations shall be
 complemented by Party A (calculated by the on-grid tariff of the Power
 Plant); in case of causing economic losses to the third party, Party A shall
 compensate.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (3)                                                                                                                                                                                                                                                                                                                                                                                                                      | In
 case of causing electricity output losses to Party A, the relevant provisions
 stipulated in the Power Purchase and Sale Contract entered into by both
 Parties shall be resorted to.                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|16.6 | In
 case of any of the following serious breach of contract committed by 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 Articles 6.1
 and Article 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
 power generator, steam turbine, boilers and electric equipments) and relevant
 facilities.                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|16.7 | 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 arising therefrom pursuant to the provisions of
 this Agreement.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|16.8 | The
 breaching Party shall immediately take measures to correct its breach of
 contract, and confirm its breach of contract and assume the liabilities arising
 therefrom pursuant to the provisions of this Agreement.                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (1)                                                                                                                                                                                                                                                                                                                                                                                                                      | The
 lump-sum electricity output for breaching the contract shall be paid together
 with the monthly electricity output settlement after the breach of contract
 has been confirmed.                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (2)                                                                                                                                                                                                                                                                                                                                                                                                                      | The
 electric power volume corresponding to the portion of direct economic losses
 exceeding the lump-sum liquidated damages shall be paid together with the
 monthly electricity output settlement after the confirmation of the losses.                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (3)                                                                                                                                                                                                                                                                                                                                                                                                                      | In
 case of electricity output breach, the relevant agreements provided in the
 Power Purchase and Sale Contract entered into by both Parties shall be
 resorted to.                                                                                                                                                                                                                                                                                                           

40

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|                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                  
|------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|16.9                                                                      | 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 period specified herein, the other Party may
 request it to assume the liabilities for breach of contract.                                                                                                                                                                                             
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                  
|16.10                                                                     | In
 the event that Party B violates relevant regulations promulgated by the
 Provincial Dispatching, the Provincial Dispatching may punish and fine power
 output according to provisions provided by Appraisal Rules on Operation and
 Management of Uniformly Dispatched Power Plants of Fujian Power Grid (Trial Version)
 issued by Fujian Province Economic and Trade Commission (Min Jing Mao Dian Li
 [2004] No 14), and the Power Dispatching Agency will not repeat the
 appraisal.
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                  
|16.11                                                                     | Upon
 this Agreement coming into effect, the agreement of both Parties shall prevail.
 As for the matters not covered in this Agreement, the Appraisal Rules on
 Operation and Management of Uniformly Dispatched Power Plants of Sanming
 Power Grid shall be implemented in respect of the appraisal of management and
 operation of the power plants.                                                                                                                                    
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                  
|Chapter XVII Effectiveness and valid term                                
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                  
|17.1                                                                      | This
 Agreement shall come into effect upon being signed by the legal
 representatives or authorized agents of both Parties and affixed with their
 official seals. The valid term of this Agreement is five (5) years commencing
 from the effective date of this Agreement.                                                                                                                                                                                                               
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                  
|17.2                                                                      | Within two (2) months prior to the
 expiration of this Agreement, Parties hereof shall negotiate whether this
 Agreement shall be renewed or not. In case both Parties have no objection,
 this Agreement shall continue to be valid for another term of one (1) year,
 which can be renewed in the same way.                                                                                                                                                                               
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                  
|Chapter XVIII Modification, assignment and
 termination of this agreement
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                  
|18.1                                                                      | Any modification, amendment or supplement
 to this Agreement must be conducted in written form, and the conditions for coming into effect shall be the same as specified in
 Article 17.1.                                                                                                                                                                                                                                                                                                  
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|18.2                                                                      | 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.                                                                                                                                                                                                                                                                                     
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                  
|18.3                                                                      | 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;
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                  
|                                                                          | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Change
 of relevant grid connection mode or relevant connection mode of the Power
 Plant.                                                                        
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                  
|18.4                                                                      | Termination
 of Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

41

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|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                     
|------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                               | In the event that any of the following
 events occurred to any Party, the other Party shall be entitled to terminate
 this Agreement after sixty (60) days from sending a notice of termination:                                                                                                                                                                                                                               
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                     
|                               | (1)                                                                                                                                                                                                                                                                                                                                                                                                                             | Either
 Party goes bankrupt or liquidated, or the business license or the electric
 power business license of either Party or the Power Plant is revoked.                                                                           
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                     
|                               | (2)                                                                                                                                                                                                                                                                                                                                                                                                                             | One Party is merged with the other Party or
 all or majority parts of its assets have been transferred to another entity,
 and the surviving enterprise cannot reasonably perform its obligations under
 this Agreement.            
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                     
|Chapter XIX Dispute resolution
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                     
|19.1                           | 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 resolve the disputes by the
 following No. 2 method:                                              
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                     
|                               | (1)                                                                                                                                                                                                                                                                                                                                                                                                                             | Both
 Parties agree to submit the dispute to ________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)                                                                                                                                                                                                                                                                                                                                                                                                                             | Any Party may submit the said dispute to
 the peoples court for resolution through judicial proceedings.                                                                                                                           
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                     
|Chapter XX Applicable Law     
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                     
|20.1                           | The establishment, effectiveness,
 interpretation, performance and dispute resolution of this Agreement shall be
 governed by the laws of the Peoples Republic of China.                                                                                                                                                                                                                                                      
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                     
|Chapter XXI Miscellaneous     
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                     
|21.1                           | Confidentiality                                                                                                                                                                                                                                                                                                                                                                                                                
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                     
|                               | Both Parties warrant to maintain
 confidential all information and documents which are procured from the other
 Party and may not be procured from public channels. 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.
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                     
|21.2                           | Appendices                                                                                                                                                                                                                                                                                                                                                                                                                     
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                     
|                               | Appendix
 I: Diagram for the Grid Connection of Banzhu Power Plant (Including
 Connection Points)                                                                                                                                                                                                                                                                                                                              
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                     
|                               | Appendix
 II: Technical Parameters of the Power Plant                                                                                                                                                                                                                                                                                                                                                                          
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                     
|                               | 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                                                                                                                                                                                                                                         

42

---



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                    
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------
|     | 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.                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|21.3 | Entire
 Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                    
|     | This
 Agreement (including the special provisions) and the appendices hereto
 constitute the entire agreement between the Parties pertaining to the subject
 matter of this Agreement, and shall replace all previous discussions,
 negotiations, contracts and agreements conducted by both Parties in respect
 of this Agreement.                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                    
|21.4 | 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
 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: Fujian
 Province Sanming Power Industry Bureau                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                    
|     | Attention:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Wu Luwu                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                    
|     | Telephone Number:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 0598-8203319                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                    
|     | Facsimile Number:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 0598-8202382                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                    
|     | Zip Code:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 365000                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                    
|     | Mail Address:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | No.1032, Liedong Road, Sanming City, Fujian
 Province              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                    
|     | Party B: Sanming
 Zhongyin Banzhu Hydroelectric Co., Ltd.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                    
|     | Attention:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Lin Yidong                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                    
|     | Telephone Number:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 13859196319                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                    
|     | Facsimile Number:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 8350341                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                    
|     | Zip Code:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 365000                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                    
|     | Mail address:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | No.160 Building, Qianlongxin Village,
 Xinshibei Road, Sanming City
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                    
|21.5 | No 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                                                                                                                                                                                                                                                                                                                                                                                                                             

43

---



|     |                                                                                                                                                   
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------
|     | under
 this Agreement shall not operate as having waived or will waive any of its
 rights under this Agreement in the future.                     
|     |                                                                                                                                                   
|21.6 | Continuing
 Effect                                                                                                                                
|     |                                                                                                                                                   
|     | The
 provisions with respect to arbitration and confidentiality of this Agreement
 shall remain effective after the termination of this Agreement.
|     |                                                                                                                                                   
|21.7 | Text                                                                                                                                              
|     |                                                                                                                                                   
|     | This
 Agreement comprisesThirty-seven (37) pages, and shall be signed in four(4)counterparts. Each Party shall hold two (2) counterparts.         

44

---



|                                                                                  |  |                                                          
|--------------------------------------------------------------------------------- |  | ---------------------------------------------------------
|Party A: Fujian
 Province Electric Power Co., Ltd. Saniming Power Industry Bureau |  | Party B: Sanming
 Zhongyin Banzhu Hydroelectric Co., Ltd.
|                                                                                  |  |                                                          
|(Stamp)                                                                           |  | (Stamp)                                                  
|                                                                                  |  |                                                          
|Responsible Person:                                                               |  | Legal Representative:                                    
|                                                                                  |  |                                                          
|Signing Date: September 30, 2010                                                  |  | Signing Date: September 30, 2010                         
|                                                                                  |  |                                                          
|                                                                                  |  | Signing Place: Sanming City                              

45

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|                                                                                                 | 
|------------------------------------------------------------------------------------------------ | 
|Appendix I. Diagram for the
 Grid Connection of Banzhu Power Plant (Including Connection Points)

(DIAGRAM)

|   |                                                                               |                                                                                                          
|-- | ----------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------
|1. | The
 equipments and units within jurisdiction of the Power Dispatching Agency
|   |                                                                              
|   | (1)                                                                           | No.1,
 No.2 and No. 3 generator units (output subject to license by the Provincial
 Dispatching)         
|   |                                                                               |                                                                                                          
|   | (2)                                                                           | 6.3
 KV busbar and its auxiliaries facilities                                                            
|   |                                                                               |                                                                                                          
|   | (3)                                                                           | No.1
 (No.2) main transformers and bay equipments of two sides                                           
|   |                                                                               |                                                                                                          
|   | (4)                                                                           | 35
 KV Lie Ban I Hui 344 switch and line                                                                 
|   |                                                                               |                                                                                                          
|   | (5)                                                                           | 35
 KV Ban Lie Line 343 switch and line                                                                  
|   |                                                                               |                                                                                                          
|   | (6)                                                                           | Secondary
 equipments and high-frequency generator tripping subordinated to the above
 primary equipments
|   |                                                                               |                                                                                                          
|2. | Equipments
 within jurisdiction of the Power Plant:                          
|   |                                                                               |                                                                                                          
|   | Power
 utilization system of the Power Plant                                 

46

---



|                                                       | 
|------------------------------------------------------ | 
|Appendix II. Technical
 Parameters for the Power Plant

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

|          |  |                |  |                      |  |                    |  |                    |  |                    
|--------- |  | -------------- |  | -------------------- |  | ------------------ |  | ------------------ |  | -------------------
|Unit
 No. |  | Generator Type |  | RatedCapacity
 (KVA) |  | Active Power
 (MW) |  | RatedPower
 Factor |  | RatedSpeed
 (r/min)
|          |  |                |  |                      |  |                    |  |                    |  |                    
|1#        |  | SFWG15-68/5700 |  | 16666                |  | 15                 |  | 0.9                |  | 88.2               
|         
|2#        |  | SFWG15-68/5700 |  | 16666                |  | 15                 |  | 0.9                |  | 88.2               
|         
|3#        |  | SFWG15-68/5700 |  | 16666                |  | 15                 |  | 0.9                |  | 88.2               

|   |                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                  
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Connection
 lines between the Power Plant and the power grid of Party A                                                                                                                                                    
|   |                                                                                                                                                                                                                            
|   | (1)                                                                                                                                                                                                                         | Name
 of the line: 35 KV Lie Ban I Hui, 35 KV Ban Lie Line.                                                                                                                                                                                      
|   |                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                  
|   | (2)                                                                                                                                                                                                                         | Voltage
 level: 35 kV.                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                  
|3. | Main
 Technical Parameters                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                            
|   | (1)                                                                                                                                                                                                                         | Normal
 Operation Output Range                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                  
|   | The
 maximum output for the normal operation of the No.1, No. 2 and No. 3 units of
 the Power Plant shall be 105%of the rated capacity, and the minimum
 output for the normal operation shall be 40%of the rated capacity.
|   |                                                                                                                                                                                                                            
|   | (2)                                                                                                                                                                                                                         | In
 case of operation in a small grid, the minimum output of No. 1, No. 2 and
 No. 3 units of the Power Plant shall be 50% of the rated capacity
 and voltage regulation and frequency regulation shall be in accordance with
 dispatching order.
|   |                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                  
|   | (3)                                                                                                                                                                                                                         | Power
 regulation rate of units during normal operation                                                                                                                                                                                          
|   |                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                             | No.
 1, No. 2 and No. 3Units are 4
 MW/min.                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                  
|   | (4)                                                                                                                                                                                                                         | The
 shortest time for the units from receiving a dispatching instruction to
 reaching the rated output is 15 min.                                                                                                                               
|   |                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                  
|   | (5)                                                                                                                                                                                                                         | The
 shortest time from full load output to zero load after receiving a
 dispatching instruction is 7 min.                                                                                                                                       

47

---



|                               | 
|------------------------------ | 
|Appendix III. Line maintenance

|   |                                                                                                              
|-- | -------------------------------------------------------------------------------------------------------------
|1. | Name of Line: 35 KV Lieban I Hui / 35 KV
 Banlie Line, Initial Operation Date: June 1997                     
|   |                                                                                                              
|2. | Length of Line: 8.8 / 8.7 KM                                                                                 
|   |                                                                                                              
|3. | Type of Lead Wire: LGJ- 300/25,
 allowable current-carrying capacity (long-term/short-term): 506 /600A       
|   |                                                                                                              
|4. | Type of Earth Wire: LG-50                                                                                    
|   |                                                                                                              
|5. | Responsible Maintenance Unit: Fujian
 Coal Industry Infrastructure Construction Co., Ltd                     
|   |                                                                                                              
|6. | Business Scope of Responsible Maintenance
 Unit: erection, installation, construction and maintenance of line
|   |                                                                                                              
|7. | Legal Representative or Responsible Person
 of Responsible Maintenance Unit:                                 
|   |                                                                                                              
|8. | Responsible Person for Line Maintenance: Ni
 Jin Ju, Phone: 13605968840                                      
|   |                                                                                                              
|   | Duplicate
 or copy of the Line Maintenance Agreement will be provided separately.                            

48

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