Sanming Banzhu Power Station Power Purchase
and Sale Contract

Exhibit 4.89

Fujian Province Electric Power Co., Ltd.

(as Buyer)

and

Sanming Zhongyin Banzhu Hydroelectric Co., Ltd.

(as Seller)

Sanming Banzhu Power
Station

Power Purchase and Sale Contract

Date: 18
August 2008

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Content

|   |                                                       |  |   
|-- | ----------------------------------------------------- |  | --
|1  | Definition and Interpretation                         |  | 4 
|  
|2  | Representations of Each Party                         |  | 5 
|  
|3  | Obligations of Each Party                             |  | 5 
|  
|4  | Purchase and Sale of Electric Quantity                |  | 6 
|  
|5  | On-grid Tariff                                        |  | 6 
|  
|6  | Power Measurement                                     |  | 6 
|  
|7  | Electric Quantity Measurement                         |  | 8 
|  
|8  | Electricity Fees and Payment Settlement               |  | 8 
|  
|9  | Force Majeure                                         |  | 10
|  
|10 | Default Liability                                     |  | 10
|  
|11 | Effectiveness and Term of the Contract                |  | 11
|  
|12 | Applicable Law                                        |  | 11
|  
|13 | Alteration, Transfer and Termination of the
 Contract |  | 11
|  
|14 | Dispute Settlement                                    |  | 12
|  
|15 | Miscellaneous                                         |  | 12

2

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Power Purchase and
Sale Contract

This Power Purchase and Sale Contract, (hereinafter the Contract)is entered
into by and between the following two parties:

The Buyer: Fujian Province Electric Power Co., Ltd.,a power grid operation enterprise registered with Fujian Provincial
Administration for Industry and Commerce. Its tax registration No. is
350103158142631; its domicile address is No.257 Wusi Road, Fuzhou City, Fujian
Province; its legal representative is Li Weidong.

The Seller: Sanming Zhongyin Banzhu Hydroelectric
Co., Ltd., a power generation enterprise with legal person status,
which is registered with Sanming Administration for Industry and Commerce of
Fujian Province. Its tax registration No. is 350402611108395; its domicile
address is Building 160, Qianlong New Village, Sanming City, Fujian Province;
its legal representative is Yao Zhengxiang.

The two Parties have provided
the following contact addresses and the bank account information:

Buyer: Fujian Province Electric
Power Co., Ltd.

Address: No.257 Wusi Road,
Fuzhou City, Fujian Province

Postal Code: 350003

Attention: General Manager
Office

Fax: 0591-87555121

Tel: 0591-87076116 (General
Manager Office), 87076575 (trading center)

Seller:Sanming Zhongyin Banzhu Hydroelectric Co.,
Ltd.

Address: Building 160, Qianlong New Village, Sanming City

Postal Code: 365000

Attention: General Department

Tel: 0598-8202030

Fax: 0598-8202031

Name in the Bank Account: Sanming Zhongyin Banzhu Hydroelectric Co., Ltd.

Account Bank: China Power Finance Co., Ltd.

Account No.: 2121-05-01012

Whereas

|    |                                                                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The
 Seller owns, manages and operates the Saming Banzhu Power Station with total
 installed capacity of 45 MW in Sanming City, Fujian Province (hereinafter the
 Station);               
|    |                                                                                                                                                                                             
|(2) | The
 Station has been connected to the power grid managed and operated by the
 Buyer for operation.                                                                                         
|    |                                                                                                                                                                                             
|    | Pursuant
 to the Contract Law of the Peoples Republic of China, Power Law of the
 Peoples Republic of China, Regulations for the Administration of Power Grid
 Dispatching and other state

3

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|    |                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | laws and regulations, the two Parties have agreed to enter into this
 Contract in the principle of equality, voluntariness, honesty and good faith.
|    |                                                                                                                                                    
|1   | Definition and
 Interpretation                                                                                                                     
|    |                                                                                                                                                    
|1.1 | Unless
 otherwise required by the context, terms used in this Contract shall have the
 following meanings:                                         
|    |                                                                                                                                                    
|    | 1.1.1                                                                                                                                               | Sanming
 Banzhu Station means the power generation facility with a total installed
 capacity of 45 MW (unit capacity is 15 MW; installed number of generators is
 3, i.e., #1 unit, #2 unit and #3 unit) located at Sanming City, Fujian
 Province, and is owned, operated and managed by the Seller and all auxiliary
 facilities stretching to the property demarcation point.                                                                                                                                                                              
|    |                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 1.1.2                                                                                                                                               | Grid
 Connection and Dispatching Agreement means the agreement in respect of
 connection of the power station to the power grid and power dispatching
 arrangement between the Buyer and the Seller.                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 1.1.3                                                                                                                                               | Buyers
 Reason refers to the Buyers request or liability, including the liability
 for the expansion of an accident resulting from the Buyers failure to abide
 by the relevant state laws and regulations.                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 1.1.4                                                                                                                                               | Sellers
 Reason refers to the Sellers request or liability, including the liability
 for the expansion of an accident resulting from the Sellers failure to abide
 by the relevant state laws and regulations.                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 1.1.5                                                                                                                                               | Emergency
 means accidents occurred to the power grid, or material accidents occurred to
 the power generation and supply equipments; or power grid frequency or voltage
 exceeds the stipulated range; or the load for transmission or transformation
 exceeds stipulated value; or the capacity value of the trunk line exceeds the
 stipulated stability limit, or other events that may threaten safe operation
 of the power grid, jeopardize the stability of power grid, resulting in the
 collapse of the power grid, or power outage in a large area.
|    |                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 1.1.6                                                                                                                                               | Business
 Day means a calendar day other than the statutory public holidays. If a day
 agreed for payment is not a business day, then the immediate next business
 day of that date shall be the date of payment.                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 1.1.7                                                                                                                                               | Force
 Majeure means any objective event that can not be foreseen, avoided and
 overcome, including volcano, twister, tidal wave, storm, mud-rock flow,
 mountainside slide, flood, fire, earthquake that exceeds the designed
 anti-earthquake standard, typhoon, lightning, fog flashover, etc., as well as
 nuclear radiation, war, epidemic, riot, etc.                                                                                                                                                                                                   
|    |                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1.2 | Interpretation                                                                                                                                     
|    |                                                                                                                                                    
|    | 1.2.1                                                                                                                                               | Headings
 in this Contract are for convenience only and shall not in any event affect
 the interpretation of this Contract.                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 1.2.2                                                                                                                                               | The
 appendices to this Contract and the Contract itself shall have the same legal
 effect.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 1.2.3                                                                                                                                               | This
 Contract shall have binding effect on the legal assignee of either Party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                     | In the event specified in this clause, relevant obligator shall perform
 necessary notification obligation and carry out all legal procedures
 according to law.                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                    
|    | 1.2.4                                                                                                                                               | Including in this Contract means
 including but not limited to.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

4

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|    |                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2   | Representations of
 Each Party                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                      
|    | Each Party represents to the other Party
 that:                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                      
|2.1 | It
 is an enterprise legally established and existing under the law, and has the
 power to execute and perform this Contract.                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                      
|2.2 | It
 has completed all procedures (including procedures for obtaining the
 requisite approvals, business license and permits, etc., from the government)
 necessary for the execution and performance of this Contract, which are legal
 and effective.                                                               
|    |                                                                                                                                                                                                                                                                                                                      
|2.3 | As
 of the date of execution of this Contract, no judgment, award, decision or
 any specific administrative action, which may have material adverse effects
 on the ability to perform this Contract, has been declared or taken by any
 court, arbitration organ, administrative authorities or regulatory agencies.
|    |                                                                                                                                                                                                                                                                                                                      
|2.4 | It
 has completed all procedures for obtaining the internal authorizations
 necessary for the valid execution of this Contract. The signatory of this
 Contract shall be its legal representative or entrusted agent. Once this
 Contract comes into force, it shall have legal binding effect on both
 Parties.     
|    |                                                                                                                                                                                                                                                                                                                      
|3   | Obligations of Each
 Party                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                      
|3.1 | The Buyers obligations shall include:                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                      
|    | 3.1.1                                                                                                                                                                                                                                                                                                                 | purchasing
 the power generated by the units of generators of the Seller in accordance
 with this Contract;                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 3.1.2                                                                                                                                                                                                                                                                                                                 | abiding
 by the Grid Connection and Dispatching Agreement entered into by the Buyer
 and the Seller, operating and maintaining the power transmission and
 transformation facilities, ensuring safety of the power system and operating
 in an efficient and economical manner in accordance with the standards of the
 state and the power industry;                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 3.1.3                                                                                                                                                                                                                                                                                                                 | performing
 power dispatching work and disclosing information in an open, fair and
 equitable manner in accordance with relevant state provisions, and providing
 information about the power load, back-up capacity, operation of transmission
 and transformation facilities, etc.;                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 3.1.4                                                                                                                                                                                                                                                                                                                 | providing
 the power required for the restart of the units of generators of the Station
 to the Seller in accordance with the relevant state provisions or agreement
 between the Parties;                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 3.1.5                                                                                                                                                                                                                                                                                                                 | compensating
 the Seller for the reasonable costs incurred for its provision of support
 services with compensation as required in accordance with the relevant state
 provisions;                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.2 | The Sellers obligations shall include:                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                      
|    | 3.2.1                                                                                                                                                                                                                                                                                                                 | selling power conforming to the standards
 of the state and the power industry to the Buyer;                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 3.2.2                                                                                                                                                                                                                                                                                                                 | abiding
 by the Grid Connection and Dispatching Agreement entered into by the Buyer
 and the Seller, submitting to the unified power dispatching, operating and
 maintaining the Station in accordance with the standards of the state, the
 power industry and the dispatching regulations, ensuring that the operating
 capacity of the generators reach the technical standards and provisions
 formulated by the relevant state authorities, maintaining safety of the power
 system and operating in an efficient and economical manner;

5

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|    |                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 3.2.3                                                                                                                                                                                                                                                                                                      | providing
 reliability indicator of the set of generators and operation of the equipment
 of the Station to the Buyer on a monthly basis; reporting any equipment
 defects in a timely manner, regularly submitting the generators checking and
 repairing plan, and strictly observing the generators checking and repairing
 plan which has been uniformly arranged and balanced by the Buyer and agreed
 by both Parties;                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 3.2.4                                                                                                                                                                                                                                                                                                      | compensating
 the Buyer for the reasonable costs incurred for its provision of support
 services with compensation as required in accordance with the relevant state
 provisions;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 3.2.5                                                                                                                                                                                                                                                                                                      | not
 supplying power directly to users without approval of relevant state
 authorities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4   | Purchase and Sale of Electric Quantity                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                           
|4.1 | The
 total on-grid electric quantity shall be composed of the basic on-grid
 electric quantity and the on-grid electric quantity acquired by other ways of
 transaction.                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 4.1.1                                                                                                                                                                                                                                                                                                      | Basic
 on-grid electric quantity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                            | The
 basic on-grid electric quantity refers to the electric quantity generated in
 accordance with the annual power generation adjustment plan and the
 moderation plan of the power administrative department at the provincial
 level, actual situation of the power grid and water volume from the power
 plant of the reservoir, and by following the principle of full utility of
 renewable energy.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 4.1.2                                                                                                                                                                                                                                                                                                      | On-grid
 electric quantity acquired by other ways of transaction                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                            | The
 on-grid electric quantity acquired by other ways of transaction refers to the
 on-grid electric quantity determined by other transaction entered into by the
 Seller in accordance with relevant provisions of the state or Fujian
 Province.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|5   | On-grid Tariff                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                           
|5.1 | The
 on-grid tariff of the basic on-grid electric quantity shall be the tariff determined
 by the department that has the power to determine the tariff and in
 accordance with relevant provisions.                                                                                                      
|    |                                                                                                                                                                                                                                                                                                           
|5.2 | The
 on-grid tariff of the on-grid electric quantity acquired by other ways of
 transaction shall be the tariff determined in accordance with relevant
 regulations.                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                           
|6   | Power Measurement                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6.1 | Metering
 Point                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                           
|    | The
 on-grid and off-grid electric quantity metering points are located at the property
 demarcation points between the Station and the grid, i.e. the switch 301 and
 the switch 302 in Liexi transformer station. The diagram indicating the
 metering points at the gateways is attached as Schedule 1.
|    |                                                                                                                                                                                                                                                                                                           
|6.2 | Electric
 Quantity Measuring Devices                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                           
|    | 6.2.1                                                                                                                                                                                                                                                                                                      | The
 electric quantity measuring devices shall be allocated in accordance with the
 requirements set out in the Electric Quantity Measuring Device Technical
 Management Regulations (DL/T4482000) and the Technical Regulations of
 Fujian Province Electric Power Co., Ltd. for the Gateway Electric Quantity
 Measuring Devices (Trial). The electric quantity measuring devices, before
 their operation, shall undergo the acceptance inspection conducted by both
 Parties in accordance with Electric Quantity Measuring Device Technical
 Management Regulations (DL/T4482000) and the Technical Regulations of
 Fujian Province Electric Power Co., Ltd. for the Gateway Electric Quantity
 Measuring Devices (Trial). The electric quantity measuring devices failing to
 pass the acceptance inspection shall not be put into use. The second return

6

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|--- | --------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                             | circuit
 connecting terminal, the testing terminal and the kilowatt-hour meter
 container, etc., shall have the conditions to meet the requirement for
 sealing up.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 6.2.2                                                                       | The
 measurement of electric quantity at the gateway shall be measured by the
 electronic multi-functional kilowatt-hour meter which shall have the bi-directional
 active power (accuracy degree is 0.2S) and 4-motion-control inactive power
 (accuracy degree is 2.0) measuring functions. the kilowatt-hour meter shall
 have functions for the settlement of tariff.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 6.2.3                                                                       | For
 gateway electric quantity measuring devices which have not been inspected
 according to relevant requirements, a qualified electric quantity measuring
 agency shall be appointed to check such devices. If an electric quantity
 measuring device fails to meet the technical specifications set out in the
 Electric Quantity Measuring Device Technical Management Regulations
 (DL/T4482000) and the Technical Regulations of Fujian Province Electric
 Power Co., Ltd. for the Gateway Electric Quantity Measuring Devices due to
 historical reasons, technical measures shall be taken to renovate it. Once
 renovated, a written application, together with the diagram of the renovated
 gateway electric quantity measuring device, shall be filed for conducting an
 acceptance inspection. The Parties agree that the electric quantity at the
 gateway, before the electric quantity measuring device has been renovated,
 shall be subject to error calibration in accordance with the relevant state
 measurement regulations and relevant provisions. The electric quantity shall
 be calculated in retrospect from the date of the execution of the Contract.
|    |                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                             | Details
 in respect of existing problems with and the renovation of the gateway
 electric quantity measuring device are set out in Schedule 2 (not including
 problems with the gate mutual inductor; whether the gate mutual inductor is
 qualified or not shall be determined by testing).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 6.2.4                                                                       | The
 Seller shall establish electric quantity checking points, which shall in
 principle be deployed at the bus of the same voltage at the place where the
 gate electric quantity measuring device is located. The configuration of the
 electric quantity measuring device for the checking purpose shall follow the
 technical requirements of the gate electric quantity measuring device.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|6.3 | Inspection
 and operation management of electric quantity measuring devices
|    |                                                                            
|    | 6.3.1                                                                       | The
 electric quantity measuring devices shall be inspected and tested by a
 qualified electric quantity measurement agency, and be installed and put into
 use only when they have passed such inspection and testing. Costs incurred
 shall be borne by the Seller.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 6.3.2                                                                       | The
 periodic inspection (by turn) and periodic on-spot inspection of electric
 quantity measuring devices shall be conducted by a qualified electric
 quantity measurement agency appointed jointly by the Seller and the Buyer.
 Costs incurred shall be borne by the Seller. The Seller shall render
 assistance to the operation and management work.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 6.3.3                                                                       | The
 periodic inspection (by turn) and periodic on-spot inspection of electric
 quantity measuring devices shall be conducted in accordance with relevant
 standards, rules and regulations of the state and the power industry.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 6.3.4                                                                       | The
 electric quantity measuring devices shall be sealed up and affixed with
 official seals after the inspection and testing. Without the other Partys
 consent, no Party shall be allowed to willfully break the seal, make changes
 to the electric quantity measuring devices or interconnecting lines, or
 replace its components. If a Party has been found to have broken the seal,
 made changes to the electric quantity measuring devices or interconnecting
 lines, or replaced its components, which results in inaccurate measurement of
 electric quantity, the breaching Party shall, apart from returning relevant
 tariff, bear relevant consequences and liabilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

7

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|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 6.3.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | To
 prevent inaccurate measurement of electric quantity caused by severance of
 PT/CT, the Seller shall ensure electric quantity balance of the bus at the
 place where the electric quantity measuring device is located on a monthly
 basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | 6.3.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Either
 Party may, at any time, request an additional inspection or test of an
 electric quantity measuring device apart from the periodic or periodic
 on-spot inspections. The costs incurred shall be borne by the Party
 requesting the additional inspection or test.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|6.4 | Measurement
 error                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | If
 a Party is aware that the measurement of an electric quantity measuring
 device is inaccurate, or occurs breakdown, it shall promptly notify the other
 Party. The Parties shall consult each other and find a solution as soon as
 possible. The Parties may determine the electric quantity of the period of
 breakdown or inaccurate measurement according to any reference data. If there
 is no sufficient basis to determine the electric quantity occurred during the
 period of breakdown or inaccurate measurement, it shall be separately
 determined by the Parties through consultations.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7   | Electric
 Quantity Measurement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7.1 | Electric Quantity Measurement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | on-grid electric quantity =
 electric quantity transmitted to the grid by the Liexi electric
 transformation station (301 + 302)                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | grid supply electric quantity
 = electric quantity transmitted from the grid of Liexi electric
 transformation station (301 + 302) to the Banzhu Hydroelectric Station                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|8   | Electricity
 Fees and Payment Settlement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|8.1 | Electricity Fees Calculation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | 8.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | All
 fees between both Parties shall be denominated and paid in RMB.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | 8.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | On-grid
 electricity fees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | The on-grid electricity
 feesshall be calculated according to the formula below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | On-grid electricity fees =
 On-grid electric quantity × corresponding on-grid tariff                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | On-grid electric quantity and
 corresponding on-grid tariff shall be determined according to Clause 7 and
 Clause 5 of this Contract.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|8.2 | Settlement Procedures of
 On-grid Electric Quantity and Electricity Fees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | 8.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Meter
 Reading and Confirmation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | The
 meter-reading time shall be zero hour of 28th each month. The electric
 quantity at all metering points set out in Clause 6.1 shall be recorded when
 the meter-reading is conducted. Electric quantity shall be determined by the
 figures shown in the meter. If the remote reading through the tariff
 calculation system can satisfy the requirement of tariff settlement, such
 reading can be used for tariff settlement, provided that on-site meter
 reading shall be conducted every three months for the purpose of checking. If
 the remote reading through the tariff calculation system is different from figures
 shown in the kilowatt-hour meter, the latter shall prevail. The above figures
 shall be subject to the signing confirmation and archival filing of the
 Seller and the electric power industry bureau to which the Buyer A belongs.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | After
 meter reading, the Seller shall fill in the Pre-settlement List of Electric
 Quantity and Fees and fax it to the Buyer A with its official seal affixed in
 the next day of the meter                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

8

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|    |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                             | reading.
 The Buyer A shall confirm the on-grid electric quantity with the Seller prior
 to the 5th of the following month, and complete differentiation and
 verification of the purchased electric quantity with the Buyer B.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | 8.2.2                                                                                                                                                                                                                                       | Calculation,
 Checking, Adjustment and Confirmation of Electricity Fees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                             | After
 the confirmation of the on-grid electric quantity, the Seller and the Buyer
 shall calculate, check, adjust and confirm the on-grid electricity fees. The
 Buyer A and B shall complete the work in relation to the calculation,
 checking, adjustment and confirmation of the on-grid electricity fees with
 the Seller within 5 Business Days from the date on which the purchased
 electric quantity is confirmed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | 8.2.3                                                                                                                                                                                                                                       | Payment
 of Electricity Fees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                             | Given
 the relevant taxation regulations and requirements regarding financial cost,
 after the meter reading on 28th of every month, the Seller shall issue a VAT
 invoice (issue date shall be in the month in which the meter reading is
 conducted) according to the Pre-settlement List of Electric Quantity and Fees
 filled in by it, and send such invoice to the Buyer A and B prior to 5th of
 next month. The Buyer A and B, after receiving the original copy of the VAT
 invoice, shall pay 50% of the on-grid electricity fees within 5 Business Days
 of the on-grid electricity fees confirmation date, and pay off the on-grid
 electricity fees of the period within 15 Business Days of the on-grid
 electricity fees confirmation date. If there is any difference between the
 electricity fees indicated on the VAT invoice issued by the Seller for that
 month and the electricity fees confirmed by the Buyer for that month, both
 the Buyer and the Seller shall settle any difference during the electricity
 fees settlement next month. The Seller and the Buyer shall complete the
 annual electricity fees settlement work prior to February 10 of the following
 year.
|    |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|8.3 | Form
 of Payment                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                            
|    | The
 Buyer may elect any of the following methods to pay the electricity fees:                                                                                                                                                             
|    |                                                                                                                                                                                                                                            
|    | (1)                                                                                                                                                                                                                                         | By
 cheque and remittance settlement method. The Buyer shall directly remit the
 fees to the bank account indicated on the Sellers VAT invoice. In case of
 any change of the Sellers account number, the Seller shall promptly notify
 the Buyer in writing, otherwise the losses caused therefrom shall be borne by
 the Seller;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (2)                                                                                                                                                                                                                                         | By
 commercial bill (bank acceptance bill and commercial acceptance bill). In
 case of such payment form, the issue date of the commercial acceptance bill
 shall meet the requirements related to the payment time as agreed in the
 contract. Any interests or service fees arising therefrom shall be borne by
 the Buyer (which means the Buyer shall pay the interests). The Buyer shall
 designate a discount bank (a closed-end discount).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|8.4 | Confirmation
 and Clearance of Liquidated Damages                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                            
|    | 8.4.1                                                                                                                                                                                                                                       | The
 Buyer and the Seller shall confirm the liquidated damages specified in the
 Grid Connection and Dispatching Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | 8.4.2                                                                                                                                                                                                                                       | The
 electric quantity for assessment specified in the Grid Connection and
 Dispatching Agreement shall be calculated together with tariff.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|8.5 | Payment
 of the Fees for Grid Supply Electric Quantity                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                            
|    | The
 Seller shall sign a power supply and use agreement with Ningde Electric Power
 Industry Bureau to which the Buyer belongs, and pay the fees according to the
 grid supply electric quantity and the regulated tariff on monthly basis.
|    |                                                                                                                                                                                                                                            
|8.6 | Data
 and Record                                                                                                                                                                                                                           

9

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                   
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | The
 Seller and the Buyer agree to respectively keep the original data and records
 for checking the accuracy of the statements, recorded examinations or
 calculations to a reasonable extent according to this Contract.                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|9    | Force Majeure                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|9.1  | If the occurrence of the Event
 of Force Majeure totally or partially prevents a Party performing any of its
 obligations under this Contract, such Party may suspend performing its
 obligations, provided that:                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | the
 extent to and time period for the obligation suspension shall not exceed the
 extent and time period as reasonably required for eliminating the impact
 caused by the Event of Force Majeure;
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                   
|     | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | the
 Party which is affected by the Event of Force Majeure shall continue its
 other obligations under this Contract which are not affected by the Event of
 Force Majeure;                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                   
|     | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | once
 the Event of Force Majeure ends, such Party shall resume the performance of
 this Contract as soon as possible.                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                   
|9.2  | If any Party is prevented from
 performing this Contract due to any Event of Force Majeure, such Party shall
 notify the other Party in writing as soon as possible, indicating the
 occurrence date of the Event of Force Majeure, the time period during which
 the Event of Force Majeure is estimated to last, the nature of the event, the
 impact on the performance of such Party of this Contract, and any measures
 that have been taken by such Party to reduce the impact of such Event of
 Force Majeure.                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | The Party which is affected by
 any Event of Force Majeure shall provide the other Party with an evidential
 document in relation to the occurrence of the Event of Force Majeure within
 30 days from the date on which such event occurs (in case of interruption of
 communication, from the date on which the communication resumes).                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|9.3  | Both Parties affected by the
 Event of Force Majeure shall take reasonable steps to reduce the losses
 suffered by one or both of the Parties. Both Parties shall negotiate and
 implement remedial plans and reasonable alternative measures in a timely
 manner in order to reduce or eliminate the impact of the Event of Force
 Majeure.                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | If the Party which is affected
 by the Event of Force Majeure fails to make its best efforts to take
 reasonable measures to mitigate the influence of the Event of Force Majeure,
 such Party shall bear any additional losses caused by such act.                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|9.4  | If the Event of Force Majeure
 prevents a Party from performing its obligations for more than 60 days, the
 Parties shall negotiate the conditions to continue this Contract or terminate
 this Contract. If both Parties fail to reach an agreement on the conditions
 to continue this Contract or on the termination of this Contract within 1
 year from the occurrence of the Event of Force Majeure, any Party has the
 right to notify the other Party to terminate this Contract, unless otherwise
 provided in this Contract.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10   | Default
 Liability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10.1 | Any Partys failure to perform
 its obligations under this Contract or perform its obligations according to
 this Contract shall be deemed as a breach of contract. The defaulting Party
 shall be liable to continue to perform or take any remedial steps or
 compensate any loss for the non-defaulting Party.                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10.2 | Where a Party breaches the
 Contract, the other Party shall take any proper measure to prevent losses
 from aggravating. If such Party fails to take proper measures, resulting in
 the aggravation of losses, it shall not claim any compensation against the
 defaulting Party in respect of such aggravated losses.                                                                                                                                                                                                                

10

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                              
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------
|10.3 | If the Seller fails to provide
 settlement invoice and other settlement materials accurately and timely
 according to Clause 8, the Buyer may extend the electricity fees payment date
 accordingly.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.4 | If the payment payable by a
 Party to the other Party as prescribed in this Contract is not paid, the
 liquidated damages shall be paid to the other Party at a rate of 0.02% of the
 unpaid amount for each day elapsed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.5 | If any Party breaches the
 confidentiality obligations as agreed in Clause 15 of this Contract,
 resulting in any losses to the other Party, it shall compensate the other
 Party for such losses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.6 | The Buyer has the right to
 suspend or terminate this Power Purchase and Sale Contract and will not bear
 any default liability in the event that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | there is any defect in the
 administrative approval procedures in respect of the power plant of the
 Seller;                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                              
|     | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | the Seller fails to perform
 any legal obligation, as a result of which the government requires the Buyer
 to cease the electricity purchase;
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                              
|     | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | the Buyer implements detailed
 administrative acts of the government.                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                              
|11   | Effectiveness
 and Term of the Contract                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|11.1 | This
 Contract shall come into force upon the execution by the legal representatives
 or authorized representatives of both Parties and affixture of seals by both
 Parties and effectiveness of the Grid Connection and Dispatching Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|11.2 | The
 term of this Contract shall be from the effective date to 31 December 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|11.3 | Both
 Parties shall negotiate issues in respect of the renewal of this Contract 3
 months prior to the expiry of this Contract. If no negotiation for renewal
 has been conducted by both Parties upon the expiry of this Contract and
 neither Party expresses any disagreement in writing in respect of the
 Contract (i.e. request for renewal), the Contract shall extend three year
 automatically. During the extended period, if a Party gives the other Party
 any disagreement (i.e. request for renewal), this Contract shall be
 automatically terminated from the date on which the written disagreement
 (i.e. request for renewal) is served to the other Party and the Parties shall
 execute a separate contract.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|12   | Applicable Law                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|12.1 | The
 execution, effectiveness, construction, performance and dispute settlement in
 respect of this Contract shall be governed by PRC law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|13   | Alteration,
Transfer and Termination of the Contract                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|13.1 | Any
 alteration, revision and supplementary to this Contract shall be in writing
 and the conditions for effectiveness shall the same as Clause 11.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|13.2 | The
 Seller and the Buyer expressly agree that neither of them has the right to
 transfer all or part of its rights and obligations under this Contract to a
 third party without prior written consent of the other Party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|13.3 | During
 the term of this Contract, both Parties agree to make adjustments to relevant
 clauses of this Contract in the event of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | any change of relevant state
 laws, regulations, rules and policies;                                                                         

11

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                     
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | any promulgation of rules,
 measures or regulations related to the electricity market by the State
 Electricity Regulatory Commission.                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                     
|13.4 | Termination of Contract                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | In
 case of occurrence of any of following events, the other Party has the right
 to terminate this Contract within 10 days after sending a termination notice:                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | a Party becomes bankrupt or is
 the subject of proceedings for liquidation or its business license is
 revoked;                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                     
|     | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | a Party is merged with another
 entity or transfers all or most of its assets to another entity and the
 existing entity is unable to reasonably bear all of its obligations under
 this Contract;                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                     
|     | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | the Grid Connection and
 Dispatching Agreement entered into by both Parties is terminated;                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                     
|     | (4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | the Seller is unable to
 transmit electricity safely for a successive 60 days according to this
 Contract, or the Buyer is unable to accept electricity for a successive 60
 days according to this Contract (unless it is caused by Force Majeure).
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                     
|14   | Dispute Settlement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|14.1 | Any
 dispute arising out of or in relation to the performance of this Contract
 shall be first settled by both Parties through negotiation.If no agreement can be
 reached within 30 days, either Party may submit the dispute to the relevant
 authorities of Fujian Province for mediation.It
 may be submitted to electricity regulatory authority or relevant Fujian
 authority for mediation.If no agreement can be reached within 60 days
 through mediation, the Parties agree to submit such dispute to Fuzhou
 Arbitration Commission for arbitration. The arbitral award shall be final and
 binding on the Parties.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|14.2 | During the arbitration, except the dispute
 in question, the Parties shall continue to perform other parts of this
 Contract.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|15   | Miscellaneous                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|15.1 | Confidentiality                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | Both Parties shall treat as confidential
 any materials and documents which are acquired from the other Party and could
 not be obtained from public domain. Without the consent of such other Party
 which provides such materials and documents, the Party shall not divulge any
 or all of such materials and documents to any third party, unless as
 otherwise required by the state.                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|15.2 | Schedules of Contract                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | Schedule 1: Power Station Metering Point
 Diagram                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | The schedules to this Contract constitute
 integral parts of this Contract, and have the equal legal effect with this
 Contract.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|15.3 | Entire Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | This Contract and its
 schedules constitute the entire agreement between the Parties in respect of
 the subject of this Contract, and shall supersede any prior discussions,
 negotiations, agreements and contracts between the Parties concerning this
 Contract.                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|15.4 | Notice and Delivery                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

12

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | Any notice, document and
 standard bill in connection with this Contract shall be in writing. They
 shall be deemed as received when the receiver signs for confirmation if they
 are sent by registered email, express mail or personal delivery. They shall
 be deemed as received when they are sent and received by fax. All notices,
 documents and standard bills shall come into force when they have been
 delivered or received. All notices, bills, materials or documents shall be
 sent to the addresses provided below in this Contract, or to the revised
 address where one Party notify the other Party of any change of its address.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|15.5 | Counterparts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | This Contract shall be
 executed in 12 original copies. The Buyer will hold 6 copies and the Seller
 will hold 4 copies. The remaining 2 copies shall be submitted to the
 competent electric regulatory authority for record.                                                                                                                                                                                                                                                                                                                                                                                                                       

| |                                                                              |                                                                
| | ---------------------------------------------------------------------------- | ---------------------------------------------------------------
| | Buyer: Fujian Province Electric Power Co., Ltd.
 (seal)                      | Seller: Sanming Zhongyin Banzhu Hydroelectric Co., Ltd.
 (seal)
| |                                                                              |                                                                
| | Representative: Xu Xinsheng
 (seal)                                          | Representative:
 (seal)                                        
| |                                                                              |                                                                
| | Date and Place of Execution of the Contract: 18 August 2008, in
 Fuzhou City

13

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Schedule 1

(DIAGRAM)

14

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Schedule 2

Problems with Electric Quantity
Measuring Device at Gateways andImprovement Requirements of
Banzhu Hydroelectric Station

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                        
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1 | Installation
 and Removal of Kilowatt-hour Meters at Gateway                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  | The
 gateway metering points of Banzhu power station are located at switches 301
 and 302 of Liexi transformer. The accuracy degree of the kilowatt-hour meters
 is 0.5S which is not in compliance with the requirements of the Electric Quantity
 Measuring Device Technical Management Regulations (DL/T4482000). Such
 meters shall be replaced by the multi-functional kilowatt-hour meters with
 the accuracy degree of 0.2S and necessary functions which can meet settlement
 requirements.
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|2 | Installation
 and Removal of Mutual Inductor                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                        
|  | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | The
 degree of the metering winding of the current mutual inductor is 0.2 which is
 not in compliance with the requirements of the Electric Quantity Measuring
 Device Technical Management Regulations (DL/T4482000). It shall be replaced
 in order to have a degree of 0.2S.                                                       
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                        
|3 | Measuring
 Form and Line Connection                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  | Systems
 at 301 and 302 are a kind of neutral point insulation system at which the
 three-phase three-line measuring method is currently used, but the simple
 three-line connection method is used between the current mutual inductors and
 the kilowatt-hour meters, which is not in compliance with the requirements of
 the Electric Quantity Measuring Device Technical Management Regulations
 (DL/T4482000). Such connection method shall be replaced by four-line
 connection method.     
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4 | Sealed-off
 of the Second Return Circuit                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | All
 contact points of the second return circuit at the gateway metering points
 are exposed and cannot be sealed off.                                                                                                                                                                                                                 
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                        
|  | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | A cabinet
 which can be sealed shall be installed in the
 mutual inductors on-site terminal box in order to seal off the contact
 points of the second return circuit at the metering points. The secondary
 cable of the return circuit at the metering points shall be directly
 connected to the screen of the kilowatt-hour meter.
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                        
|  | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | The
 screen of the kilowatt-hour meter shall be replaced by electric quantity
 metering screen which can be sealed off. The front and back cabinet doors of
 the electric quantity metering screen at all gateway metering points shall be
 installed with a pair of lead seal poles.                                                  

15

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