Exhibit 4.119

SHARE TRANSFER
CONTRACT

FOR

JINPING KANGHONG
HYDROELECTRIC DEVELOPMENT CO., LTD.

1

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CONTENTS

|                                                                             |  |   
|---------------------------------------------------------------------------- |  | --
|Chapter
 I.     Definitions                                                  |  | 5 
|                                                                             |  |   
|Article
 1     Definitions                                                   |  | 5 
|                                                                             |  |   
|Chapter
 II.     Sale Equity Stake                                           |  | 6 
|                                                                             |  |   
|Article
 2     Sale Equity Stake                                             |  | 6 
|                                                                             |  |   
|Article
 3     Transfer Price for the Sale Equity Stake                      |  | 6 
|                                                                             |  |   
|Article
 4     Conditions Precedent for the Payment of the
 Transfer Price   |  | 7 
|                                                                             |  |   
|Article
 5     Payment                                                       |  | 7 
|                                                                             |  |   
|Article
 6     Taxes Payable under the Transfer of the Sale
 Equity Stake    |  | 8 
|                                                                             |  |   
|Chapter III.     Representations and
 Warranties by All Parties              |  | 8 
|                                                                             |  |   
|Article
 7     Representations and Warranties by All Parties                 |  | 8 
|                                                                             |  |   
|Chapter
 IV.     Disclosures, Representations and Warranties
 by Transferors |  | 9 
|                                                                             |  |   
|Article
 8     Disclosures, Representations and Warranties by
 Transferors   |  | 9 
|                                                                             |  |   
|Article
 9     General Representations and Warranties by
 Transferors        |  | 9 
|                                                                             |  |   
|Article
 10     Ownership                                                    |  | 10
|                                                                             |  |   
|Article
 11     The Company and the Hydroelectric Project                    |  | 10
|                                                                             |  |   
|Chapter
 V.     Disclosures, Representations and Warranties
 by Transferee   |  | 15
|                                                                             |  |   
|Article
 12     Disclosures, Representations and Warranties
 by Transferee   |  | 15
|                                                                             |  |   
|Chapter
 VI.     Delivery and Entrustment Management                         |  | 15
|                                                                             |  |   
|Article
 13     Delivery                                                     |  | 15
|                                                                             |  |   
|Article
 14     Entrustment Management                                       |  | 16
|                                                                             |  |   
|Chapter VII.     Debt Arrangement and
 Allocation of Employees               |  | 18
|                                                                             |  |   
|Article
 15     Debt Arrangement                                             |  | 18
|                                                                             |  |   
|Article
 16     Allocation of Employees                                      |  | 18
|                                                                             |  |   
|Chapter VIII.     Confidentiality                                            |  | 18
|                                                                             |  |   
|Article
 17     Confidentiality                                              |  | 18
|                                                                             |  |   
|Chapter
 IX.     Breach of Contract                                          |  | 19
|                                                                             |  |   
|Article
 18     Liability for Breach of a Representation or
 Warranty        |  | 19
|                                                                             |  |   
|Article
 19     Liability for Breach of Contract                             |  | 19

2

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|                                                       |  |   
|------------------------------------------------------ |  | --
|Chapter
 X.     Force Majeure                          |  | 20
|                                                       |  |   
|Article
 20     Force Majeure                          |  | 20
|                                                       |  |   
|Chapter XI.     Resolution of Disputes                 |  | 20
|                                                       |  |   
|Article
 21     Arbitration                            |  | 20
|                                                       |  |   
|Article
 22     Validity of the Arbitration Award      |  | 21
|                                                       |  |   
|Article
 23     Continuation of Rights and Obligations |  | 21
|                                                       |  |   
|Chapter XII.     Applicable Law                        |  | 21
|                                                       |  |   
|Article
 24     Applicable Law                         |  | 21
|                                                       |  |   
|Chapter XIII.     Miscellaneous                        |  | 21
|                                                       |  |   
|Article
 25     Waiver                                 |  | 21
|                                                       |  |   
|Article
 26     Transfer                               |  | 21
|                                                       |  |   
|Article
 27     Amendment                              |  | 21
|                                                       |  |   
|Article
 28     Severability                           |  | 21
|                                                       |  |   
|Article
 29     Language                               |  | 21
|                                                       |  |   
|Article
 30     Validity of the Text and Appendices    |  | 21
|                                                       |  |   
|Article
 31     Notification                           |  | 22
|                                                       |  |   
|Article
 32     The Entire Agreement                   |  | 22
|                                                       |  |   
|Appendix
 I     Existing Securities of the Company     |  | 25

3

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Share Transfer Contract

| |                                                                                                                                                                                                                                                                                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | This Share Transfer Contract (hereinafter
referred to as this Contract) is executed by the following Parties on
November 6, 2010 in Kunming, China.                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (1)                                                                                                                                                                                                                                                                                                                          |  | Party A: Luquan Xiaopengzu
Power Generation Co., Ltd. (hereinafter referred to as
the Transferee), a limited liability enterprise registered and established
in accordance with the laws of the Peoples Republic of China, with its
registration number of 530128000000331 and registered address at Xiaopengzu Village, Xinglong
Village Committee, Cuihua Township, Luquan County, Kunming City, the legal representative of which is John
Douglas Kuhns, whose position is
chairman and nationality is the United States of America;
| |                                                                                                                                                                                                                                                                                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (2)                                                                                                                                                                                                                                                                                                                          |  | Party B: Mao Ding Gou,a PRC
 citizen withthe ID card number of 330326195701127514;                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (3)                                                                                                                                                                                                                                                                                                                          |  | Party C: Zeng Jie, a PRC
 citizen with the ID card number of330326195306241819;                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (4)                                                                                                                                                                                                                                                                                                                          |  | Party D: Xu Xuan Bo,a PRC
 citizen with the ID card number of330326196309287518;                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (5)                                                                                                                                                                                                                                                                                                                          |  | Party E: Lin Lin, a PRC
 citizen with the IDcard number of 330326471103181;                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (6)                                                                                                                                                                                                                                                                                                                          |  | Party F: Su Xiao Dong,a PRC
 citizen withthe ID card number of 330326196810070048;                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (7)                                                                                                                                                                                                                                                                                                                          |  | Party G: Dong Xian Min,a PRC
 citizen withthe ID card number of 330302196404114876;                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (8)                                                                                                                                                                                                                                                                                                                          |  | Party H: Wang Meng Zhang, a PRC citizen
with the ID card number of 33032619611226761X;                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Party B, Party C, Party D, Party E, Party
 F, Party G and Party H are hereinafter collectively referred to as the Transferors. The Transferors and the
 Transferee are hereinafter collectively referred to as all Parties as well as each of the Transferors
 and the Transferee is hereinafter referred to as Party.
| |                                                                                                                                                                                                                                                                                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | WHEREAS:                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (1)                                                                                                                                                                                                                                                                                                                          |  | Jinping Kanghong Hydroelectric Development
 Co., Ltd. (hereinafter referred to as the Company)
 is a company incorporated in China for the purpose of hydropower generation,
 power development and operation with the registered capital of RMB12,000,000,
 the registration number of which is 532530100000991;                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (2)                                                                                                                                                                                                                                                                                                                          |  | Party B owns seventeen percent (17%) of the
 equity stake of the Company, and can exercise all of his full rights as a
 shareholder;                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (3)                                                                                                                                                                                                                                                                                                                          |  | Party C owns seventeen percent (17%) of the
 equity stake of the Company, and can exercise all of his full rights as a
 shareholder;                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (4)                                                                                                                                                                                                                                                                                                                          |  | Party D owns eight percent (8%) of the
 equity stake of the Company, and can exercise all of his full rights as a
 shareholder;                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (5)                                                                                                                                                                                                                                                                                                                          |  | Party E owns seventeen percent (17%) of the
 equity stake of the Company, and can exercise all of his full rights as a
 shareholder;                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (6)                                                                                                                                                                                                                                                                                                                          |  | Party F owns seventeen percent (17%) of the
 equity stake of the Company, and can exercise all of his full rights as a
 shareholder;                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (7)                                                                                                                                                                                                                                                                                                                          |  | Party G owns seventeen percent (17%) of the
 equity stake of the Company, and can exercise all of his full rights as a
 shareholder;                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (8)                                                                                                                                                                                                                                                                                                                          |  | Party H owns seven percent (7%) of the
 equity stake of the Company, and can exercise all of his full rights as a
 shareholder;                                                                                                                                                                                                                                                                                                                                                                                                           

4

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| |      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (9)  |  | Subject to the terms and conditions set out in this Contract, Party B
 is willing to transfer seventeen percent
 (17%) of the equity stake of the
 Company held by him, Party C is willing to transfer seventeen percent (17%) of the equity
 stake of the Company held by him,
 Party D is willing to transfer eight
 percent (8%) of the equity stake of the Company held by him, Party E is willing to transfer seventeen percent (17%) of the equity
 stake of the Company held by him,
 Party F is willing to transfer seventeen
 percent (17%) of the equity stake of the Company held by him, Party G is willing to transfer seventeen percent (17%) of the equity
 stake of the Company held by him,
 and Party H is willing to transfer seven
 percent (7%) of the equity stake of the Company held by him to the Transferee, all of which
 represent one hundred percent (100%) of the equity stake of the Company (hereinafter referred to as
 the Sale Equity Stake);
| |      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (10) |  | The Transferee is willing to acquire one
 hundred percent (100%) of the equity stake of the Company from the
 Transferors subject to the terms and conditions set out in this Contract.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |      |  | For this purpose, after friendly consultations, on
 the principles of equality and mutual benefit, all Parties to this Contract
 have reached the following agreement in accordance with the provisions of the
 Company Law of the Peoples Republic of
 China, Contract Law of the Peoples Republic of China and other
 relevant laws and regulations of the PRC:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

Chapter I. Definitions

|          |                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                             
|--------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------
|Article 1 | Definitions                                                                                                                                                                                                                                                                                                                                                                    
|          |                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                             
|          | Unless otherwise prescribed and stipulated,
 the following terms used in this Contract shall have the meanings set forth
 as follows:                                                                                                                                                                                                                                          
|          |                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                             
|          | The Companyrefers to
 Jinping Kanghong Hydroelectric Development Co., Ltd., a limited liability
 company registered and established in accordance with the laws of PRC, with
 its registration number being 523530100000991, registered capital (paid-up
 capital) being RMB12,000,000 and registered address atKuchumian
 Village, Maka Village Committee, MengqiaoTownship.
|          |                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                             
|          | The Hydroelectric Projectrefers to
 the Dazhaihe Cascade III Hydroelectric Project with the total installed capacity
 of 15,000 KW which is legally owned and operated by the Company.                                                                                                                                                                                       
|          |                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                             
|          | Claimsrefers to
 claims, actions, demands, proceedings judgments liabilities, damages amounts,
 costs and expenses (including but not limited to attorney fees) whatsoever
 and howsoever arising.                                                                                                                                                                           
|          |                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                             
|          | Transfer Pricerefers to
 price as specified in Article 3.1 hereof.                                                                                                                                                                                                                                                                                                           
|          |                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                             
|          | Signing Daterefers to
 the date on which this Contract is signed.                                                                                                                                                                                                                                                                                                            
|          |                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                             
|          | Effective Daterefers to
 the date on which this Contract takes effective according to Article 30.1
 hereof.                                                                                                                                                                                                                                                                  
|          |                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                             
|          | First Payment Daterefers to
 the date as defined in Article 5.1 hereof.                                                                                                                                                                                                                                                                                                      
|          |                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                             
|          | Second Payment Daterefers to
 the date as defined in Article 5.1 hereof.                                                                                                                                                                                                                                                                                                     
|          |                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                             
|          | Encumbrancerefers to
 any mortgage, assignment, lien, charge, pledge, title retention, right to
 acquire, security interest, option, pre-emptive right, and any other
 restriction or conditions whatsoever including, without limitation:                                                                                                                                   
|          |                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                             
|          | (1)                                                                                                                                                                                                                                                                                                                                                                             | any interest or right
 granted or reserved in or over or affecting the Sale Equity Stake; or

5

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|                              |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
|----------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|                              | (2)                                                                                                                                                                                                                                                | the interest or right created or otherwise arising in
 or over the Sale Equity Stake under a fiduciary transfer, charge, lien,
 pledge, power of attorney or other form of encumbrance; or                                                                                                                                                                                                                                                                                                                                                                                                         
|                              |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                              | (3)                                                                                                                                                                                                                                                | any security over the Sale Equity Stake for the
 payment of a debt or any other monetary obligation or the performance of any
 other obligation.                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                              |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                              | Material Adverse Changerefers to:                                                                                                                                                                                                               
|                              |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                              | (1)                                                                                                                                                                                                                                                | investigations (which may cause the Company to be
 punished) and penalties upon the Company by relevant governmental
 authorities;                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                              |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                              | (2)                                                                                                                                                                                                                                                | involvement with any litigation, arbitration or any
 other judicial proceedings by the Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                              |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                              | (3)                                                                                                                                                                                                                                                | any change (or any development that, insofar as can
 reasonably be foreseen, is likely to result in any change) that may cause
 loss to the financial conditions, business, assets or liabilities of the
 Company in the amount of more than RMB100,000.                                                                                                                                                                                                                                                                                                                                           
|                              |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                              | Depositrefers to
 payment as provided in Article 5.4 hereof.                                                                                                                                                                                    
|                              |                                                                                                                                                                                                                                                   
|                              | RMBor Renminbi refers to the legal
 currency of the PRC.                                                                                                                                                                                      
|                              |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                              | Transferors Bank Accountsrefers to,
 for the purpose of this Contract, the bank accounts opened separately by
 Party B, Party C, Party D, Party E, Party F, Party G and Party H under their
 respective names for receiving the Transfer Price.
|                              |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                              | Third Partyrefers to
 any natural person, legal entity, or other organization or entity, other than
 the parties to this Contract.                                                                                                              
|                              |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                              | China or PRCrefers to
 the Peoples Republic of China                                                                                                                                                                                         
|                              |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                              | Working Dayrefers to
 the statutory working day provided by the State Council of the PRC.                                                                                                                                                       
|                              |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Chapter II. Sale Equity Stake
|                              |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Article 2                     |                                                                                                                                                                                                                                                    | Sale Equity Stake                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                              |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                              |                                                                                                                                                                                                                                                    | Pursuant to the terms and conditions
 stipulated in this Contract, the Transferors agree to transfer to the
 Transferee and the Transferee agrees to accept from the Transferors the Sale
 Equity Stake being one hundred percent (100%) of the equity stake of the
 Company with all the rights and obligations of and attaching to the Sale
 Equity Stake for transfer including, without limiting the generality thereof,
 all the rights to receive dividends and to receive or subscribe for shares
 (if any) declared, paid or issued by the Company and free of any Claims or
 Encumbrances.
|                              |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Article 3                     |                                                                                                                                                                                                                                                    | Transfer Price for the Sale Equity Stake                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                              |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.1                           |                                                                                                                                                                                                                                                    | The Transferors and the Transferee after
 consultations have finally determined that the total consideration shall be
 agreed at RMB118, 000,000.00, including price for the Sale Equity Stake of
 RMB 59, 000,000 (hereinafter referred to as the Transfer Price) and debt of the Company of RMB 59,000,000
 (as shown in Appendix II hereto) assumed by the Transferee. Specifically, the
 amount respectively payable to the Transferors shall be as follows:                                                                                                                                 
|                              |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                              |                                                                                                                                                                                                                                                    | Party B:
 RMB10,030,000;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                              |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                              |                                                                                                                                                                                                                                                    | Party C:
 RMB10, 030,000;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                              |                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                              |                                                                                                                                                                                                                                                    | Party D: RMB4,720,000;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

6

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|          |  |                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                      
|--------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|          |  | Party E: RMB10, 030,000;                                                                                                                                                                                                                                                                                                                                                         
|          |  |                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                      
|          |  | Party F:
 RMB10, 030,000;                                                                                                                                                                                                                                                                                                                                                        
|          |  |                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                      
|          |  | Party G:
 RMB10, 030,000;                                                                                                                                                                                                                                                                                                                                                        
|          |  |                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                      
|          |  | Party H:
 RMB4, 130,000.                                                                                                                                                                                                                                                                                                                                                         
|          |  |                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                      
|3.2       |  | The Transfer Price shall be paid in two (2) instalments:                                                                                                                                                                                                                                                                                                                         
|          |  |                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                      
|          |  | (1)                                                                                                                                                                                                                                                                                                                                                                               | The first instalment of the Transfer Price, namely, RMB29,500,000, shall be paid within ten (10) Working Days
 after the Transferors have completed all conditions precedent
 stipulated in Article 4.1 hereof.                      
|          |  |                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                      
|          |  | (2)                                                                                                                                                                                                                                                                                                                                                                               | The second instalment of the Transfer Price
 (deposit deducted), namely, RMB26, 500,000, shall be paid within ten (10)
 Working Days after the Transferors have completed all conditions precedent
 stipulated in Article 4.2 hereof.
|          |  |                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                      
|Article 4 |  | Conditions Precedent for the Payment of the Transfer Price                                                                                                                                                                                                                                                                                                                       
|          |  |                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                      
|4.1       |  | Under this Contract, the conditions
 precedent for the payment of the first instalment of the Transfer Price in
 the amount of RMB29,500,000 by the Transferee are set out as follows:                                                                                                                                                                                           
|          |  |                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                      
|          |  | (1)                                                                                                                                                                                                                                                                                                                                                                               | Parties hereof have duly executed this
 Contract;                                                                                                                                                                                    
|          |  |                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                      
|          |  | (2)                                                                                                                                                                                                                                                                                                                                                                               | From the Signing Date to the First Payment
 Date (including), there has been no Material Adverse Change to the Company.                                                                                                              
|          |  |                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                      
|4.2       |  | Under this Contract, the conditions
 precedent for the payment of the Second Instalment of the Transfer Price by
 Transferee are set out as follows:                                                                                                                                                                                                                             
|          |  |                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                      
|          |  | (1)                                                                                                                                                                                                                                                                                                                                                                               | Transferors obtain Power Generation Permit
 (Power Generation Type) in the name of the Company at its own cost and
 deliver the original of Power Generation Permit (Power Generation Type) to
 the Transferee;                      
|          |  |                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                      
|          |  | (2)                                                                                                                                                                                                                                                                                                                                                                               | Share transfer registration of Sale Equity
 Stake has been completed and the Transferee is registered as holder of the
 Sale Equity Stake;                                                                                           
|          |  |                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                      
|          |  | (3)                                                                                                                                                                                                                                                                                                                                                                               | The Company has obtained renewed business
 license; and                                                                                                                                                                              
|          |  |                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                      
|          |  | (4)                                                                                                                                                                                                                                                                                                                                                                               | During the period from the First Payment
 Date to the Second Payment Date (inclusive), there has been no Material
 Adverse Change to the Company.                                                                                    
|          |  |                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                      
|4.3       |  | In the event that any of the conditions set
 out in the aforesaid Article 4.1 and/or Article 4.2 has not been fulfilled or
 satisfied, and the Transferee has not indicated its waiver of the said
 conditions or any one of them in writing, the Transferee shall not be obliged
 to pay the Transfer Price to the Transferors which shall not be deemed as
 breach of contract.
|          |  |                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                      
|4.4       |  | Parties hereof shall make their best to
 proceed industry and commerce registrations related to Sale Equity Stake,
 including preparation of all the necessary documents.                                                                                                                                                                                                        
|          |  |                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                      
|Article 5 |  | Payment                                                                                                                                                                                                                                                                                                                                                                          
|          |  |                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                      
|5.1       |  | The First Payment Date shall be within ten
 (10) Working Days after all conditions precedent set out in Article 4.1
 hereof have been completed. The
 Transferee shall, on the First Payment Date,
 remit the first instalment of the Transfer Price in the amount of
 RMB29,500,000 to the Transferors Bank Accounts.                                                          

7

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|                                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                           |  | The Second Payment Date shall be within ten (10) Working Days after
 all conditions precedent set out in Article 4.2 hereof have been completed.
 The Transferee shall, on the Second Payment Date, remit the balance of the Transfer Price in the amount
 of RMB26,500,000 to the Transferors Bank Accounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.2                                                        |  | The Transferors shall, within five (5)
 Working Days after the satisfaction of the conditions precedent to the
 payment, provide the Transferee in written form with the detailed information
 in relation to the Transferors Bank Accounts, otherwise, in the event that
 the Transferee cannot pay or cannot pay as scheduled the Transfer Price due
 to the Transferors failure to provide the detailed information of the Transferors
 Bank Accounts in a timely fashion, or due to the reason of the opening banks
 of the Transferors Bank Accounts, the Transferee shall not assume any
 liability arising therefrom.                                                                                                                                                                                                                                   
|                                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.3                                                        |  | The Transferors shall issue to the
 Transferee the legal documents evidencing the receipt of the Transfer Price
 within five (5) Working Days after receiving each instalment of the Transfer
 Price paid by the Transferee. In the event that the Transferors fail to issue
 the said documents to the Transferee within the prescribed time limit, the
 Transferee shall be entitled to correspondingly delay its payment of the
 following payable instalment of the Transfer Price, which shall not be deemed
 as breach of contract. In the event that the said legal documents issued by the
 Transferors are not in compliance with the PRC laws and regulations which
 cause the Transferee and/or the Company to suffer from any damage or loss,
 the Transferors shall assume joint liability for the compensation on the
 Transferee and/or the Company.
|                                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.4                                                        |  | The Transferors agree that the Transferee
 is entitled to deduct RMB3,000,000 from the Transfer Price and hold it as the
 guarantee fund (the Guarantee Fund) for the project quality of the
 hydropower station and the performance of all the obligations of the
 Transferors under this Contract. The guarantee duration shall commence from
 the Signing Date and terminate as of expiration of six months from completion
 of registration procedures with industry and commerce authority. Upon the
 expiration of the Guarantee Duration, the Transferee shall remit the balance
 of the guarantee fund (if any) without any interest to the bank account
 designated by Transferors.                                                                                                                                                                     
|                                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                           |  | Transferors hereby severally and jointly confirm and undertake that,
 during the Guarantee Duration, in case that the Transferee suffers from any
 loss due to any quality defects of the hydropower station, or Transferors
 breach of any representation or warrants, or Transferors failure to fulfil
 its obligations hereof, or other breaches or illegal action made by the
 Transferors, then the Transferee is entitled to deduct an amount equals to
 the actual loss from the deposit as compensation and Transferors will not
 claim refunding of such amount; further, compensation hereof shall not
 prejudice the Company and/or the Transferee to seek remedies in accordance
 with the laws of PRC or other provisions of this Contract.                                                                                                         
|                                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Article 6                                                  |  | Taxes Payable under the Transfer of the Sale Equity Stake                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                           |  | Any taxes or fees arising out of and
 payable pursuant to the fulfilment of the terms of this Contract by each of
 the Transferors and Transferee shall be payable by the respective Party
 liable for the taxes or fees under the provisions of relevant laws and
 regulations of PRC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Chapter III. Representations and Warranties by All Parties
|                                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Article 7                                                  |  | Representations and Warranties by All Parties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|7.1                                                        |  | If the signing party is an individual, such
 individual shall provide a photograph of his/her identification card together
 with the original of the identification card being shown. In case of proxy,
 power of attorney thereof and a copy of the identification card of the
 principal shall be delivered.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|7.2                                                        |  | At the time of signing this Contract, the
 Transferors and the Transferee hereby state that the documents and
 information provided to the Party (ies) or their agencies (including, without
 limitation, the lawyers, valuers, financial advisers, etc.) prior to the Signing Date are
 still valid                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

8

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|                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                            
|----------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                        |  | and authentic and confirm that, should discrepancies arise between
 the latter and the terms of this Contract, this Contract shall prevail.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|7.3                                                                     |  | The Transferors and the Transferee hereby
 agree that the contracts or documents pertaining to the transfer of Sale
 Equity Stake entered into among all Parties prior to this Contract shall
 lapse automatically upon this Contract coming into effect.                                                                                                                                                                                                                                                                                                                                                     
|                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|7.4                                                                     |  | All Parties to this Contract agree to
 strive jointly in coordinating all the work pertaining to the transfer of the
 Sale Equity Stake, including but not limited to application for approvals,
 registration and filing for record, etc.,
 and the expenses arising therefrom shall be borne by the Company.                                                                                                                                                                                                                                                                                                
|                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Chapter IV. Disclosures, Representations and Warranties by
 Transferors
|                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Article 8                                                               |  | Disclosures, Representations and Warranties by Transferors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                        |  | The Transferors hereby jointly and
 severally represent and warrant to the Transferee that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|8.1                                                                     |  | All information and facts relating to the
 Company that is in the possession of the Transferors or is known to any of
 the Transferors which will have a substantive effect on the Transferors
 abilities to fulfil any of their obligations in this Contract or when
 disclosed to the Transferee shall have a substantive effect on the
 willingness of the Transferee to sign and fulfil its obligations under this
 Contract, have been disclosed to the Transferee and the information provided
 by the Transferors to the Transferee does not contain any representation that
 is untrue or misleading.
|                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|8.2                                                                     |  | No lawsuits, arbitrations, or other legal
 or administrative proceedings or governmental investigations are on-going
 against the Transferors that will materially affect their abilities to sign
 this Contract or fulfil their obligations under this Contract.                                                                                                                                                                                                                                                                                                                                             
|                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|8.3                                                                     |  | Up to the Signing Date, the Transferors
 have informed the whole matter of the transfer of the Sale Equity Stake to
 all Third Parties relating to the Sale Equity Stake, the Company and the
 Hydroelectric Project; in case of requiring the consent of such Third Party,
 the Transferors have procured the written consent from the Third Party.                                                                                                                                                                                                                                                          
|                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|8.4                                                                     |  | The Transferors hereby undertake that none
 of them will take any action after the Signing Date which will cause any
 adverse impact on the Company/Hydroelectric Project.                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|8.5                                                                     |  | Regarding the documents and information
 provided by Transferors to the Transferee and/or the Transferees agencies
 (including, without limitation, the lawyers, valuers, financial advisers, etc.) prior to the Signing Date, the
 Transferors hereby undertake that:                                                                                                                                                                                                                                                                                                                                       
|                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                        |  | 8.5.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | all copies made from original documents are true and complete and
 that such original documents are authentic and complete;                                                                                
|                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                            
|                                                                        |  | 8.5.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | all documents supplied to the Transferee and/or the Transferees
 agencies as originals are authentic and complete;                                                                                        
|                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                            
|                                                                        |  | 8.5.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | all signatures (stamps) appearing on documents supplied to the
 Transferee and/or Transferees agencies as originals or copies of originals
 are genuine; and                                              
|                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                            
|                                                                        |  | 8.5.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | The Transferors have drawn to the attention of Transferee and/or
 Transferees agencies all matters that are material for the Transferee to
 proceed with the transaction as contemplated in this Contract.
|                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Article 9                                                               |  | General Representations and Warranties by Transferors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|9.1                                                                     |  | Each of Party B, Party C, Party D, Party E,
 Party F, Party G and Party H are a PRC citizen with all civil abilities to
 enter into this Contract and fulfil all of his obligations stipulated herein.
 Signing this Contract and fulfilling all of his obligations stipulated herein
 by Party B, Party C,                                                                                                                                                                                                                                                                                                   

9

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|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|           |  | Party D, Party E, Party F, Party G and Party H shall not
 contravene or result in the violation of or constitute a failure to fulfil or
 an inability to fulfil any of the stipulations in any laws, regulations,
 stipulations, any authorization or approval from any government body or
 department or the stipulations of any contract or agreement
 that Party B, Party C, Party D, Party E, Party F, Party G and Party H is a
 party to or is bound.                                                                                                                                                                                                                                                                                                                         
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Article 10 |  | Ownership                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.1       |  | The Transferors jointly and severally undertake and warrant that: the Transferors
 are the legal owners of the Sale Equity Stake and have full authority and
 right to transfer the Sale Equity Stake to the Transferee and the Sale Equity
 Stake does not involve any state-owned assets and interests. In case that the
 Transferee and/or Company suffer from any loss or damage due to the
 involvement of any state-owned assets and interests in the Sale Equity Stake,
 the Transferors shall assume the joint liability and compensate the
 Transferee and/or the Company in full.                                                                                                                                                                                        
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.2       |  | The Transferors jointly and severally undertake and warrant that: up to the Second
 Payment Date (inclusive), the Sale Equity Stake is not subject to any Claims
 or Encumbrances (including but not limited to any form of option, acquisition
 right, mortgage, pledge, guarantee, lien or any other form of Third Party
 rights); and there is no interest present and no agreement or undertaking in
 existence that may result in or create any Claim or Encumbrance on the Sale
 Equity Stake (including but not limited to the aforesaid option, acquisition
 right, mortgage, pledge, guarantee, lien or any other form of third party
 rights and interest).                                                                                                              
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.3       |  | The Transferors jointly and severally
 undertake and warrant that: all obligations as the shareholders of theCompany which shall be assumed by
 the Transferors for the benefit of the Company and the Third Party have been
 fully fulfilled by the Transferors. Any Third Party or any level of the
 governmental authorities of the PRC shall not, due to the Transferors
 failure to fulfil their due obligations as the shareholders of the Company,
 claim for rights against the Company or the Transferee or adopt
 administrative acts which are unfavourable to the Company or the Transferee,
 including but not limited to imposing fine, revoking the business license,
 requiring to make supplemental payment for the taxes or compelling to stop
 production, etc.
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.4       |  | The Transferors jointly and severally undertake and warrant to
 provide all relevant materials which should be provided by the Transferors
 and are requisite for conducting the alteration registration of the Sale
 Equity Stake under the name of the Transferee with the competent administration of industry and commerce,
 including but not limited to the tax clearance certificate issued by the
 competent taxation authority.                                                                                                                                                                                                                                                                                                                                           
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Article 11 |  | The Company and the Hydroelectric Project                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|           |  | The Transferors hereby jointly and
 severally represent and warrant to the Transferee that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|11.1       |  | The Company is a legal entity that has been
 duly established according to the laws of PRC and it is validly and legally
 in existence and also operating normally in accordance with the laws and
 regulations of PRC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|11.2       |  | The registered capital of this Company has
 been fully paid up on schedule. The Transferors have completed their full
 obligations to contribute, and have procured valid verifications for their
 contributions according to PRC laws. There is no withdrawal of the registered
 capital by the Transferors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|11.3       |  | The Company is the legal owner of the
 Hydroelectric Project, and has the full and complete ownership, operation
 right and right to profit over the Hydroelectric Project.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|11.4       |  | The development, construction and operation
 of the Hydroelectric Project have been duly granted by relevant governmental
 authorities all requisite approvals and are fully complied with the PRC laws
 and regulations and the approvals and permits of relevant governmental
 authorities, in no violation of PRC laws and regulations and approvals and
 permits of relevant                                                                                                                                                                                                                                                                                                                                                                                                   

10

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|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  | governmental authorities, without any condition that
 leads to or may leads to the revocation or withdrawing of such approvals and
 permits. In the event that Transferee and/or the Company suffer from any
 damage or loss arising out of any violation and /or revocation and/or withdrawing,
 the Transferors shall be jointly liable for the full
 compensation on the Transferee and/or the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|11.5 |  | Up to the Second Payment Date, the
 hydropower station project has completed electricity equipment prevention
 test and inspection & overhaul after one years operation in accordance
 with relevant laws and regulations, State or industry standard. In case that
 the Transferee and/or the Company suffers from any damage or loss, the
 Transferors shall bear several and joint liability and fully compensate the
 Company and/or the Transferee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|11.6 |  | Up to the Second Payment Date, every aspect
 of the Hydroelectric Project, including but not limited to the hydrology,
 geology, water flow, dam safety and hydropower generating units, etc., is complied with the requirements
 of power generation under normal situations and is free from any defect or
 any other problem provided of the loss due to normal operation and usage. In
 the event that Transferee and/or the Company suffer from any damage or loss
 arising out of any defect or any other problem which already existed before
 the Delivery Completion Date, the Transferors shall be jointly liable for the
 full compensation on the Transferee and/or the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|11.7 |  | Up to the Second Payment Date, the Company
 has never suffered and is not currently suffering from any administrative
 investigations, prosecutions, disputes, claims or other proceedings (ongoing,
 pending or threatened), nor the Company has been punished or the Transferors
 can foresee any punishment to be made by any administrative authorities of
 the PRC for the issues already existed before the transfer of the Sale Equity
 Stake. Up to the Delivery Completion Date, the Transferors have fully
 disclosed to the Transferee all information in respect of environmental
 protection, water and soil preservation, flood prevention plan, utilization
 of land (woodland), wood cutting, power generation, relocation,
 fire-prevention and work safety, etc.
 In addition, the Transferors hereby jointly and severally warrant that all
 fees (including, without limitation, water resources fees, land requisition
 and compensation fees, water and soil preservation facility compensation
 fees, etc.), charges, penalties
 and expenses payable to or being required to pay to any PRC governmental
 authority have been paid in full, and, as of the Second Payment Date, there
 is no arrears of such fees, charges, penalties and expenses, nor is there any
 arrears of costs and/or expenses being required by any PRC governmental
 authority to be paid for any purpose of correcting defects and/or
 inappropriate actions of the Company. In the event that the Transferee and/or
 the Company suffer from any penalty, damage, loss, etc. due to any such administrative investigations,
 prosecutions, disputes, claims, penalties and/or other proceedings which
 existed before the Second Payment Date, the Transferors shall assume joint
 liabilities and fully compensate the Transferee and/or the Company.
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|11.8 |  | The Company legally owns all requisite real
 estate (including but not limited to land, buildings, dams, water supply
 system, electricity power transmission lines, structures and subsidiary
 facilities) and moveable assets (including but not limited to machineries,
 equipments, vehicles, furniture and office supplies), and such real estate
 and movable assets shall be not less than those real estate and movable
 assets listed out in the asset list confirmed jointly by the parties hereof.
 The Company does not provide any other security (including but not limited to
 mortgage, pledge and lien) or other restrictions on the real estate and
 movable assets, except for those listed out in Appendix I to this Contract.
 Up to the Delivery Completion Date, all material aspects of the buildings,
 dams, machineries and equipments, vehicles and other assets owned by the
 Company are in good, secure and operational conditions, which are anticipated
 not to need to be repaired (excluding the daily requisite repairs), replaced
 or supplemented within twelve (12) months after the Signing Date due to the
 issues before the Delivery Completion Date. The Transferors warrant and
 undertake that commencing from the Signing Date to the Delivery Completion
 Date, the above real estate and movable assets will not suffer from any loss
 or damage resulting from the actions of the Transferors or any Third Party.
 In case of any loss or damage suffered by the real estate and movable assets
 due to the above mentioned causes, the Transferors shall assume the joint
 liability and compensate Transferee and/or the Company in full.                                                                                                                                                              

11

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|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|11.9  |  | The production, operation, construction and
 business of the Company are fully complied with all the relevant PRC laws and
 regulations, including but not limited to those laws and regulations in
 relation to hydropower generation, environmental protection, water and soil
 preservation, flood prevention plan, design and construction of water
 resource project, invitation and submission of bids, utilization of woodland, wood
 cutting, fire-prevention, work safety and relocation. The Transferors warrant
 that the environmental protection authorities, water resource authorities,
 power regulatory authorities, construction authorities, forestry authorities,
 fire-prevention authorities, planning authorities, safe production
 authorities, development and reform authorities and other governmental
 authorities will not punish the Company for the problems of environmental
 protection, water and soil preservation, water fetching, flood prevention
 planning, design and construction of water resources projects, invitation and
 submission of bids, power generation, utilization of woodland, wood cutting,
 fire-prevention, work safety and relocation, etc.
 which already existed before the Delivery Completion Date. In the event that
 the Company suffers from any loss or damage due to the punishment by local
 government, environmental protection authority, water resources authority,
 electricity regulatory authority, forest authority, construction authority,
 fire-prevention authority, planning authority, work safety authority,
 development and reform authorities or other governmental authorities, the
 Transferors shall fully compensate the Transferee and/or the Company so as to
 hold the Transferee and/or the Company harmless.
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|11.10 |  | The fire-prevention design of all
 construction projects of the Company are complied with all PRC relevant laws
 and regulations and national fire-prevention standards.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|11.11 |  | Prior to the signing of this Contract, the
 Transferors have already disclosed all information of the debts of the
 Company. As of the Second Payment Date, that information is still complete,
 liable, accurate and true. The Transferors shall assume joint liabilities for
 any undisclosed debts of the Company so as to hold the Transferee and/or the
 Company harmless.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|11.12 |  | The Company can legally own the land use
 right and building ownership for all the land and buildings currently
 occupied and used by the Company, and could not be involved in any legal
 action, arbitration, penalty or suffer from any other damage or loss due to
 the land and/or building issues. In the event that the Transferee and/the
 Company suffer from any penalty, damage or loss, etc. due to the use of land or building, the Transferors
 shall assume the joint liability to compensate Transferee and/or the Company
 in full.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|11.13 |  | The procurement of the state-owned land use
 right (obtained through allocation) for the land currently occupied and used
 by the Company with the State-owned Land Use Right Certificates (the serial
 numbers of which are: Jin Guo Yong [2008] No. 166, Jin Guo Yong [2008] No.
 167 and Jin Guo Yong [2008] No. 168) has been fully in compliance with the
 regulations of PRC laws and regulations, and relevant fees and taxes have
 been fully paid off in accordance with law. The aforesaid State-owned Land
 Use Right Certificates have covered all the land currently occupied and used
 by the Company. In the event that the Transferee and/or the Company suffer
 from any penalty, damage or loss, etc.
 due to such land, the Transferors shall assume the joint liability to
 compensate the Transferee and/or the Company in full.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|11.14 |  | The procurement of the building ownership
 certificates for all the building currently occupied and used by the Company
 has been in full compliance with the provisions of PRC laws and regulations,
 and relevant fees and taxes have been fully paid off in accordance with laws.
 In the event the Transferee and/or the Company suffer from any penalty,
 damage or loss, etc. due to the
 procurement of such building ownership, the Transferors shall assume the
 joint liability to compensate Transferee and/or the Company in full.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|11.15 |  | The mortgage created on the state-owned
 land use right of the land occupied by the Company, which has been obtained
 through allocation, has been approved by the competent state-owned land
 administration authorities, and the Company has completed relevant mortgage
 registration procedures for such state-owned land use right mortgage and paid
 off relevant fees. Such state-owned land use right mortgage has been in full
 compliance with relevant PRC laws and regulations without any violation, and
 the competent state-owned land administration authorities will not require
 any other fees for such mortgaged allocated state-owned land from the
 Transferee and/or the Company, neither will impose any fine or other
 administrative                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

12

---



|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  | penalties on the Transferee and/or the Company. In the event
 the Transferee and/or the Company suffer from any penalty, damage or loss, etc. due to such state-owned land use
 right mortgage, the Transferors shall assume the joint liability to
 compensate Transferee and/or the Company in full.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|11.16 |  | Up to the Second Payment Date, the Company
 does not lease any land, buildings, equipment or other movables or immovable.
 In the event the Transferee and/or the Company suffer from any penalty,
 damage or loss, etc. due to
 such state-owned land use right mortgage, the Transferors shall assume the
 joint liability to compensate Transferee and/or the Company in full.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|11.17 |  | The selection of the entities for the
 project survey and design, construction, substantial equipments and materials
 purchases and project supervisor have been in compliance with the regulations
 of all RPC laws and regulations without any violation, and the competent
 water resource authority will not impose any administrative penalty on the
 Transferee and/or the Company due to such selection. In the event the
 Transferee and/or the Company suffer from any penalty, damage or loss, etc. due to such selection of the
 entities for the project survey and design, construction, substantial
 equipments and materials purchases and project supervisor, the Transferors
 shall assume the joint liability to compensate the Transferee and/or the
 Company in full.                                                                                                                                                            
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|11.18 |  | The Transferors hereby warrant and covenant
 that all the power output of the hydropower station can be fully on-grid
 output and free from any output restriction. In the event the Transferee
 and/or the Company suffer from any penalty, damage or loss, etc. due to such issue, the Transferors
 shall assume the joint liability to compensate Transferee and/or the Company
 in full.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|11.19 |  | As of the Second Payment Date, the Company
 does not have any equity investment or other investment in any other
 companies, enterprises, and other economic organizations, etc. In the event that the Company
 suffers from any damage or loss due to such undisclosed equity investment or
 other investments, the Transferors shall assume joint liabilities and fully
 compensate the Transferee and/or the Company in full.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|11.20 |  | As of the Second Payment Date, other than
 those securities set out in Appendix I to this Contract, the Companys assets
 and rights are free from any other security (including but not limited to
 mortgage, pledge and lien) or any other restrictions, neither has the Company
 provided any security (including but not limited to mortgage, pledge and
 guarantee, etc.) for any other
 companies, enterprises, economic entities or any individuals. In the event
 that the Company suffers from any damage or loss due to such undisclosed
 securities, the Transferors shall assume joint liabilities and fully
 compensate the Transferee and/or the Company                                                                                                                                                                                                                                                                               
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|11.21 |  | The Company has completed relevant taxation
 registration effectively and obtained valid taxation registration
 certificates, and conducted relevant taxation declaration in accordance with
 PRC laws, with all contents declared being real and complete. As of the
 Second Payment Date, the Company has fully paid up all taxes required by the
 PRC laws and regulations, including but not limited to enterprise income tax,
 value-added tax, urban construction tax and educational surcharges. The
 Transferors shall assume joint liabilities for any unpaid tax and fine to the
 Transferee and/or the Company so as to hold the Transferee and/or the Company
 harmless. Transferors hereby warrant and covenant that taxation clearance of
 the Company will be completed as of April 30, 2011 at the Transferors cost
 and supporting documents evidencing taxation clearance has been completed
 shall be provided to the Transferee.
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|11.22 |  | All construction projects (whether finished
 or under construction) of the Company have obtained all requisite
 governmental approvals and permits and are strictly complied with and without
 any violation of the approvals and permits issued by relevant governmental
 authorities. In the event that the Company is punished or suffers from any
 damage or loss after the completion of the transfer of the Sale Equity Stake
 by any governmental authority because of any above issue, the Transferors
 shall assume joint liabilities and fully compensate the Company and/or the
 Transferee.                                                                                                                                                                                                                                                                                                                                              

13

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|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|11.23 |  | The effectiveness of this Contract will not
 cause any Third Party to terminate the contracts or agreements which are
 concluded with the Company prior to the effective date (inclusive) of this
 Contract which are still effective on the effective date of this Contract,
 and will not create any security or restriction in any other form favourable to the Third Party on the assets and/or
 rights of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|11.24 |  | The effectiveness of this Contract will not
 cause any adverse effect on the development, operation and assets of the
 Hydroelectric Project owned by the Company, neither can or will cause the
 loss of the development right, operation right, ownership right and right to
 profit of the Hydroelectric Project, which has been obtained by the Company
 before the effective date of this Contract (inclusive).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|11.25 |  | The originals of all the material contacts
 (including, without limitation, the contracts and relevant supplemental
 agreements concerning project development, investment cooperation, land
 requisition, land compensation, woodland compensation, land lease, loan,
 security, counter security, insurance, design, construction, procurement,
 project supervisor, purchase, sales of certified emission reductions, grid
 connection and dispatching agreement, power purchase and sale contracts and
 relevant supplemental agreements, etc.)
 concluded by the Company prior to the Second Payment Date of this Contract
 (inclusive) have been preserved by the Company in complete form and there
 have been no violations thereof, and as far as the Transferors know, there
 does not exist any condition which may lead to the violation by the Company.
 In the event the Transferee and/or the Company suffer from any penalty,
 damage or loss, etc. due to
 such state-owned land use right mortgage, the Transferors shall assume the
 joint liability to compensate Transferee and/or the Company in full.
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|11.26 |  | The Companys production technology and
 procedures are in full compliance with relevant PRC laws, standards and norms,
 and there are no illegal actions of infringing upon intellectual property
 rights of others, such as patent, know-how, etc.
 In the event that the Company suffers from any punishment, damage or loss due
 to any above issue, the Transferors shall assume joint liabilities and fully
 compensate the Company and/or Transferee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|11.27 |  | Labour Contracts between the Company and
 the employees who are still employed by the Company upon the Signing Date of
 this Contract have been legally and validly concluded. The various social
 insurance premiums, which shall be paid for the employees according to
 relevant PRC laws and regulations, have been fully and timely paid up, and
 the Company has not delayed any payment of the employees social insurance
 premiums, salaries, and other welfares provided in PRC laws and the Companys
 internal regulations. As of the Second Payment Date, the Company is free from
 any problem which may lead the employees to initiate labour arbitrations or
 lawsuits against the Company. In the event that the Company and/or Transferee
 suffer from any punishment, loss or damage due to the aforesaid reasons, the
 Transferors shall be jointly liable for the full compensation on the
 Transferee and/or the Company.                                                                                                                                                                             
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|11.28 |  | As of the Second Payment Date, relevant
 coordination fees, compensation fees and other liabilities and obligations,
 which are payable and assumed by the Company to any Third Party in accordance
 with relevant agreements for the purpose of the construction, land occupation
 and other issues of the Hydroelectric Project, have been fully paid off or
 implemented, and relevant originals of the payment evidences and
 implementation supporting documents have been delivered to the Transferee.
 After the Signing Date, in the event that the Company and/or the Transferee
 suffer from any loss or damage due to the aforesaid reasons, the Transferors
 shall be jointly liable for the full compensation on Transferee and/or the
 Company.                                                                                                                                                                                                                                                                                                                                                               
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|11.29 |  | The Transferors confirm that the Company
 has neither obtained approval in relation to Clean Development Mechanism
 (CDM) nor entered any CDM agreement or carbon emission reduction agreement
 with any third party. In the event that the Company suffers any punishment or
 fine by the government due to CDM project or carbon emission deduction
 transaction, as a result of which, Transferee suffer from any loss or damage,
 the Transferors shall be jointly liable for the full compensation to
 Transferee and/or the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

14

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|                                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
|--------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|11.30                                                                 |  | Due to the reasonable needs of its
 production and operation, the Company has taken out requisite insurances
 which are usually purchased by other companies in the same industry, with all
 the insurance policies are valid, all the mature insurance premiums have been
 paid up, and all the other key conditions have been fully fulfilled and
 complied with. As of the Second Payment Date, there are no conditions which
 have caused or may cause the aforesaid insurance policies to be invalid. The
 aforesaid insurance policies are free from restrictions from any special or
 unusual articles. As of the Second Payment Date, there are no situations in
 which the Company may claim for compensations from the insurer according to
 the aforesaid insurance policies.                                            
|                                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|11.31                                                                 |  | The Transferors have, at its own cost,
 procured the Company, Honghe Power Supply Bureau of Yunnan Power Grid
 Corporation to sign a power purchase and sale contract effective until
 December 31, 2011 and shall provide the original copy of the newly-signed
 sales and purchase power contract to the transferee. The Transferors shall
 guarantee that the on-grid tariff of the Hydroelectric Project provided in
 the said power purchase and sale contract be no less than 0.137 yuan/
 kilowatt hour for the wet season, 0.187 yuan/ kilowatt hour for the normal
 season, and 0.237yuan/ kilowatt hour for the dry season; the on-grid tariff
 for the wet season is 0.2055 yuan/ kilowatt hour at the peak section, 0.137
 yuan/ kilowatt hour at the middle section and 0.0685 yuan/ kilowatt hour at
 the low section.
|                                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|11.32                                                                 |  | All the accounts, books, ledgers and
 financial records of the Company have been formulated in accordance with the
 accounting procedures and rules provided by PRC accounting system, and have
 been fully, properly and accurately recorded and completed, which do not
 involve any material mistake and deviation, and truly and precisely reflect
 all transactions relating to the Company and show the financial, contractual
 and other business conditions of the Company during every financial term.                                                                                                                                                                                                                                                                                                                     
|                                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Chapter V. Disclosures, Representations and Warranties by
 Transferee
|                                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Article 12                                                            |  | Disclosures, Representations and Warranties by Transferee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                      |  | The Transferee hereby represents and
 warrants to the Transferors that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|12.1                                                                  |  | The Transferee is a legal entity that has
 been duly established, validly and legally in existence and also operated
 normally in accordance with the laws and regulations of PRC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|12.2                                                                  |  | The Transferee in signing this Contract and
 fulfilling all of its obligations stipulated herein shall not contravene or
 result in the violation of or constitute a failure to fulfil or an inability
 to fulfil any of the stipulations of Transferees Articles of Association or
 its internal rules, any laws, regulations, stipulations, or any
 authorizations or approvals from any government body or department or any
 contract or agreement that Transferee is a party to or is bound by.                                                                                                                                                                                                                                                                                                                               
|                                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|12.3                                                                  |  | No lawsuits, arbitrations, or other legal
 or administrative proceedings or governmental investigations are on-going
 against Transferee that will materially affect its ability to sign this
 Contract or fulfil its obligations under this Contract.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|12.4                                                                  |  | The Transferee shall pay the Transfer Price
 in accordance with this Contract. In the event that the Transferee fails to
 perform its obligations in time which has caused economic losses to the
 Transferors, the Transferee shall assume corresponding compensation
 liability.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Chapter VI. Delivery and Entrustment Management                      
|                                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Article 13                                                            |  | Delivery                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|13.1                                                                  |  | From the Second Payment Date (inclusive),
 Transferors and Transferee shall immediately organize a Delivery Team to
 actively carry out the delivery of the Company and the Hydroelectric Project,
 including but not limited to the delivery of the production and operation management,
 finance, assets, files and records, certificates, approvals, seals and the                                                                                                                                                                                                                                                                                                                                                                                                                                                               

15

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|           |  |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|---------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|           |  | construction projects to the Transferee. The delivery shall be completed
 within 10 Working Days from the Second Payment Date.                                                                                                                                                                                                            
|           |  |                                                                                                                                                                                                                                                                                                                                           
|13.2       |  | Transferors shall warrant a full and
 complete delivery and the Companys movable assets and real estate will be
 made and free from any decrease or damage comparing with asset clearance list
 confirmed by Parties hereof. Otherwise, the Transferors shall compensate
 Transferee and/or the Company in full.                         
|           |  |                                                                                                                                                                                                                                                                                                                                           
|13.3       |  | The delivery includes but not limited to:                                                                                                                                                                                                                                                                                                 
|           |  |                                                                                                                                                                                                                                                                                                                                           
|           |  | (1)                                                                                                                                                                                                                                                                                                                                        | The production, operation and management of
 the Company;                                                                                                                                                                                                                                                                                                                                                                                        
|           |  |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|           |  | (2)                                                                                                                                                                                                                                                                                                                                        | The Companys seals, such as the official
 seal, financial seal and contract seal, etc.
 shall be delivered to the Transferee;                                                                                                                                                                                                                                                                                                                   
|           |  |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|           |  | (3)                                                                                                                                                                                                                                                                                                                                        | The originals of the accounts opening
 documents and seals for all the bank accounts of the Company;                                                                                                                                                                                                                                                                                                                                             
|           |  |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|           |  | (4)                                                                                                                                                                                                                                                                                                                                        | The Transferors and Transferee shall check
 and verify all the assets (including but not limited to the real estate and
 movable assets) of the Company, make a list of the Companys assets, and
 finish the delivery which shall be confirmed by Transferors and Transferee
 and signed on site; during the checking and verifying of the assets, the
 Transferors shall compensate for the damaged assets by reference to the
 assessed value;
|           |  |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|           |  | (5)                                                                                                                                                                                                                                                                                                                                        | Originals of all the approvals,
 certificates, permits, customer information and other materials of the
 Company shall be delivered to the Transferee, which shall include all the materials
 set out in materials list delivered to and confirmed by Transferee;                                                                                                                                                                                
|           |  |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|           |  | (6)                                                                                                                                                                                                                                                                                                                                        | Originals of all the project drawings,
 agreements (including but not limited to grid connection and dispatching
 agreement, power sale and purchase contract, project contract, equipment
 contract, installation contract, project supervisor contract, materials
 contract, loan contract and mortgage contract) and other files shall be
 delivered to Transferee;                                                                           
|           |  |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|           |  | (7)                                                                                                                                                                                                                                                                                                                                        | Originals of all the financial accounting
 books, financial vouchers and the fiscal files shall be delivered to the
 Transferee;                                                                                                                                                                                                                                                                                                                 
|           |  |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|           |  | (8)                                                                                                                                                                                                                                                                                                                                        | The Transferors shall deliver the specific
 technologies of the parties to the Hydroelectric Project contracts, such as
 the parties of construction, equipment manufacture, design, supervision,
 quality examination, etc. to
 the Transferee; and                                                                                                                                                                                             
|           |  |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|           |  | (9)                                                                                                                                                                                                                                                                                                                                        | The delivery of other materials and files
 of the Company.                                                                                                                                                                                                                                                                                                                                                                                       
|           |  |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|13.4       |  | The Transferors shall
 make sure the continuity, stability and safety of the production and
 operation of the Company during the process of the delivery.                                                                                                                                                                                 
|           |  |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|13.5       |  | The Transferors shall fully cooperate so as to complete the delivery.
 In the event that the Transferee or the Company after the transfer of the
 Sale Equity Stake suffers from any damage due to the Transferors
 non-cooperation, the Transferors shall be jointly liable for the compensation
 in accordance with law.               
|           |  |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Article 14 |  | Entrustment Management                                                                                                                                                                                                                                                                                                                    
|           |  |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|14.1       |  | Transferee agrees that, from the Second Payment Date (inclusive) to
 the date of full payment of the debt listed on Appendix II of this Contract
 (hereinafter referred to as the Duration of Entrustment Management),
 the Transferee entrusts Transferors to manage the hydropower station project,
 and Transferors accept it hereof.

16

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|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|14.2 |  | The Parties hereby confirm that during the Duration of Entrustment
 Management, the Transferee is entitled to assign its employees to participate
 in operation and management of the Hydroelectric Project and the Transferors
 shall accept and fully cooperate with the work of the Transferees assigned
 employees.                                                                                                                                                                                                                                                                                                                                                                                                    
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|14.3 |  | The Parties hereby confirm that in the Duration of Entrustment
 Management, taxes and the normal operating expenses (excluding rectified fees
 upon the request of Transferee or other authorities, or fees to be paid by
 Transferors before transfer) of the Hydroelectric Project paid under the laws
 of Peoples Republic of China are shared equally by the Parties. The 50% of
 corporation earnings deducted the foresaid taxes and normal operating
 expenses shall be owned by Transferors. The parties hereby confirm that since
 the expiration of Duration of Entrustment Management (including the
 expiration date), all earnings of the Company and the Hydroelectric Project
 shall be owned by Transferee.
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|14.4 |  | In the period from the Signing Date to expiration of Duration of
 Entrustment Management (i.e. the date of full payment of the debt listed on
 Appendix II of this Contract):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |  | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Transferors shall perform their obligations as Manager and trustee in
 good faith, and continue to operate and manage the Company in accordance with
 the requirements of the Transferee. Transferors neither requests nor agrees
 the Company to pay any third party, except the fees of the normal operating
 and spending programs identified (if the said expenditure is more than RMB
 50,000, the prior written consent of the Transferee is required). The
 Transferors shall not terminate any significant agreements and arrangements,
 or waive any significant rights without prior written consent of the
 Transferee.
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |  | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | In the Duration of Entrustment Management, Transferors shall not
 cause any debts in the name of the Company without prior written consent of
 the Transferee, except the debt listed on the Appendix II of this Contract.
 Otherwise the debt occurred hereof shall be assumed by Transferors.                                                                                                                                                                                                                                                                                                                                   
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |  | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Without prior written consent of the Transferee, Transferors shall
 not make any amendment to financing, loans, securities arrangements of the
 Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |  | (4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Transferors shall take any reasonable measures to preserve and
 protect the assets of the Company. Transferors shall not establish additional
 mortgage, pledge, and other types of security to the assets of the Company,
 and shall not provide any third party assurances and other types of security,
 except obtaining prior written consent of the Transferee.                                                                                                                                                                                                                                                              
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |  | (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Without prior written consent of the Transferee, Transferors shall
 not represent the Company to make any reconciliation and relief, and shall
 not discharge any material litigation, arbitration and other proceedings, or
 any significant liability and rights claims, and shall not waive the rights
 related to the foregoing.                                                                                                                                                                                                                                                                                              
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |  | (6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Without prior written consent of the Transferee, Transferors shall
 not relieve or write off any debts owed to the debtor contained in the books
 of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |  | (7)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Transferors commits that the Company shall not participate in any
 partnership, joint venture or other forms of external equity and debt
 investment, except prior written consent of the Transferee.                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |  | (8)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Once the Material Adverse Change happens, or any situations occurred
 which make the statements, guarantees and commitments of Transferors untrue,
 inaccurate, unachievable or misleading, Transferors shall notify Transferee
 in writing within 24 hours and provide Transferee with detailed and
 reasonable explanation; and                                                                                                                                                                                                                                                                                                 
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |  | (9)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Transferors and the Company shall not take any actions to breach the
 provisions of this contract, to affect the performance of the obligations,
 and to fulfil transfer transaction of shares for sale under this Contract.                                                                                                                                                                                                                                                                                                                                                                                                      

17

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|                                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|--------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|14.5                                                      |  | Transferors commit and guarantee that, during the Duration of
 Entrustment Management, they will perform the provisions of this contract
 strictly. If any damages or losses caused to corporation and/or hydropower
 project station for Transferors reason (whatever intentional or negligent),
 Transferors shall undertake joint liabilities, and make full compensation for
 Transferee.                                                                                                                                                                                                                                                                                                                                                
|                                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|14.6                                                      |  | Entrustment Management relationship terminates on the expiration date
 of Duration of Entrustment Management, and Transferors shall transfer the
 Company and Hydroelectric Project to Transferee on the date of expiration of
 Duration of Entrustment Management.                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|Chapter VII. Debt Arrangement and Relocation of Employees
|                                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|Article 15                                                |  | Debt Arrangement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|15.1                                                      |  | The parties hereby confirm that up to the Second Payment Date
 (inclusive), all debts of the Company are listed on the Appendix II of this
 Contract, amounted to Renminbi Fifty Nine Million (RMB 59,000,000). Other
 debts (if any) of the Company occurred before the Second Payment Date
 (inclusive) will be assumed by Transferors, Transferee and/or the Company do
 not assume any liabilities. If the Company and/or Transferee suffer any
 damages or losses therefrom, the Transferors shall be jointly liable and make
 full compensation for Transferee and /or the Company. However, Transferors
 shall not undertake any liabilities if the said damages and losses are caused
 by Transferee.                                 
|                                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|Article 16                                                |  | Relocation of Employees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|16.1                                                      |  | Prior to the Second Payment Date, the
 Transferors shall instruct the directors, supervisors and senior managers
 (including but not limited to manager, vice manager, and chief financial
 officer) assigned to the Company by Transferors to resign as requested by
 Transferee, and proceed full and complete work transfer with the personnel
 assigned by Transferee.                                                                                                                                                                                                                                                                                                                                                                    
|                                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|16.2                                                      |  | After the Second Payment Date, the Transferee shall be entitled to
 choose to employ excellent employees from the current employees of the
 Company. The terms and conditions of their employment shall be determined by
 reference to the standards applied in the other
 domestic project companies currently owned by the Transferee in principle and
 implemented in accordance with the Labour
 Law of the PRC, the Labour
 Contract Law of the PRC and its implementation regulations and
 other relevant PRC laws and regulations. The Company shall execute new labour
 contracts with the employees and the Transferors shall be responsible for the
 relocation of those employees who are fired or not re-employed by the
 Company.
|                                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|16.3                                                      |  | The Transferors undertake and warrant that they will properly
 relocate the employees (including directors, supervisors and senior managers)
 who are fired or not re-employed by the Company and shall ensure that such
 employees will not make any trouble against the Company, nor will apply for
 arbitration, bring lawsuit or any other administrative or judicial
 proceedings against the Company. The Transferors shall make sure that the
 Company will not be punished by any competent governmental authority or incur any other adverse effect due
 to the relocation of the aforesaid employees.                                                                                                                               
|                                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|16.4                                                      |  | The Transferors undertake and warrant that all compensation,
 indemnity, costs and any other expenses in connection with the relocation of
 the employees (including directors, supervisors and senior managers) of the
 Company shall be assumed by the Transferors themselves. In the event that the
 Company and/or the Transferee suffer from any damage or loss due to the
 employee relocation issues of the Company, the Transferors shall be jointly
 liable for the full compensation on the Company and/or the Transferee.                                                                                                                                                                                                          
|                                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|Chapter VIII. Confidentiality                            
|                                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|Article 17                                                |  | Confidentiality                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

18

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|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                            
|------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|17.1                           |  | Unless otherwise provided in other
 confidentiality agreements, with regard to the confidential and exclusive
 information that have been disclosed to or may be disclosed to the other Parties by any Party to this Contract pertaining to their respective
 businesses, or financial situations and other confidential matters, all
 Parties to this Contract which have received the aforesaid confidential
 information (including written information and non-written information, hereinafter
 referred to as Confidential Information)
 shall:                                                                                                                                          
|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                            
|                               |  | 17.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Keep the aforesaid Confidential Information
 confidential;                                                                                                                                                                                                                                 
|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                            
|                               |  | 17.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Save for the disclosure of the Confidential
 Information by a Party to this Contract to its employees solely for the
 performance of their duties and responsibilities, none of the Parties to this Contract shall disclose the
 Confidential Information to any Third Party or any entity.
|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                            
|17.2                           |  | The provisions of the aforesaid Article
 17.1 shall not apply to the Confidential Information:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                            
|                               |  | 17.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | which was available to the receiving Party
 from the written records made by the receiving Party and was approved to be
 known by the receiving Party by the written records before the disclosing
 Party disclosed the information to the receiving Party;                                
|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                            
|                               |  | 17.2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | which has become public information by
 means not attributable to any breach by the receiving Party;                                                                                                                                                                                       
|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                            
|                               |  | 17.2.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | which was obtained, by the receiving Party
 from a Third Party not subject to any confidentiality obligation to the said
 Confidential Information.                                                                                                                                        
|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                            
|17.3                           |  | As far as any natural person or legal
 entity which is a Party to this Contract is concerned, notwithstanding that
 it has ceased to be a Party to this Contract because of the transfer of its
 rights and obligations pursuant to the terms of this Contract, the
 stipulations set out in this Chapter VIII shall remain binding on it.                                                                                                                                                                                                                                                                                                                                                       
|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                            
|Chapter IX. Breach of Contract
|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                            
|Article 18                     |  | Liability for Breach of a Representation or Warranty                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                            
|18.1                           |  | If any representation or warranty made by
 any Party to this Contract is found to be an error or exists any omission, or
 if any fact, representation or warranty that has or is likely to have a major
 or substantial effect on the signing of this Contract by any Party is found
 to be misleading or untrue in any respect, the non-breaching Party shall be
 entitled to require the Party (ies) in breach for full compensation for any
 loss, damage, cost or expense arising from the erroneous, misleading or
 untrue representation or warranty of the Party (ies) in breach or arising
 from any other breach of any representation and warranty given by the Party
 (ies) in breach.
|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                            
|18.2                           |  | Each representation and warranty set out in
 this Contract is to be construed independently.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                            
|18.3                           |  | For the avoidance of doubt, the Transferors
 hereby unconditionally and irrevocably agree and confirm that they shall be
 jointly liable for any liability for any breach of representation or
 warranty.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                            
|Article 19                     |  | Liability for Breach of Contract                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                            
|19.1                           |  | In the event of a breach committed by any
 Party to this Contract, the said defaulting Party shall be liable to the
 other Party (ies) for breach of contract in accordance with the provisions of
 this Contract and the laws and regulations of PRC. In the event all Parties
 commit the breach of contract, one Party shall assume the liability to
 compensate the loss or damage or other obligations as a result of its
 respective breach of contract to the other Parties respectively.                                                                                                                                                                                                 
|                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                            
|19.2                           |  | In the event that the undisclosed issues by
 Transferors prior to the signing of this Contract which may influence the
 legal existence of the Company and the Hydroelectric Project, actually                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

19

---



|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|---------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                   |  | influence the legal existence of the Company or the Hydroelectric Project
 after the transfer of the Sale Equity Stake, the Transferee is entitled to
 the termination of this Contract and to require Transferors to fully pay back
 the Transfer Price which has already paid by Transferee and ten percent (10%)
 of the Transfer Price as liquidated damages; in addition, the Transferee is
 entitled to resort to other applicable claims in accordance with the PRC
 laws.                                                                            
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|19.3                               |  | Any violation of the obligations,
 representations and warranties under this Contract by any Party of the
 Transferors or Transferee shall constitute a breach of contract, and the
 defaulting Party (ies) shall assume the liability to compensate all the
 losses due to the breach of contract to the other Party.                                                                                                                                                                                                                                       
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|19.4                               |  | Any delayed performance of the obligations
 or provisions under this Contract by any Party of the Transferors or
 Transferee shall constitute a breach of contract; however, the delayed
 performance or non-performance due to the other Partys advance performance
 obligation shall not constitute a breach of contract.                                                                                                                                                                                                                                 
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                   |  | In the event that the Transferee fails to repay the Companys debt as
 specified in the Appendix II within the time limit agreed hereof, then, as of
 the outstanding loan, the Transferee agrees to pay an interest (based on
 annual interest rate of 15%) to the creditors until such loan is paid off.                                                                                                                                                                                                                                                   
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|19.5                               |  | For the avoidance of doubt, Transferors
 hereby unconditionally and irrevocably agree and confirm that they shall be
 jointly liable for any liability for any breach of this Contract committed by
 any of Transferors.                                                                                                                                                                                                                                                                                                                                     
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Chapter X. Force Majeure          
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Article 20                         |  | Force Majeure                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|20.1                               |  | Force Majeure refers to
 earthquake, typhoon, flood, fire, war, political unrest and such special
 incidents or other events that are deemed to be Force Majeure occurrences under the provisions of the
 relevant laws and regulations of PRC.                                                                                                                                                                                                                                                                                                            
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|20.2                               |  | In the event of the occurrence of a Force Majeure event, the obligations of
 the Party to this Contract affected by thisForce Majeureevent and any term or period set out in this
 Contract to which the affected Party is subject shall cease during the period
 of the Force Majeure event and
 shall automatically be extended, the period of extension shall be the same as
 the period of cessation of the obligations by reason of the Force Majeureevent, and the said Party
 shall not assume any breach liabilities hereunder.                      
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|20.3                               |  | The Party claiming the occurrence of a Force Majeureevent shall promptly
 inform the other Party (ies) in writing, and within seven (7) days
 thereafter, it shall provide sufficient evidence of the occurrence and the
 continuity of the Force Majeure
 event issued by the notary organization. The Party claiming the occurrence of
 a Force Majeureevent shall
 also do its best to eliminate the adverse effect of the Force Majeure event.                                                                                                           
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Chapter XI. Resolution of Disputes
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Article 21                         |  | Arbitration                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|21.1                               |  | Any dispute arising out of or in connection
 with this Contract shall firstly be resolved through friendly consultation by
 all Parties. In the event that thirty (30) Working Days after the
 commencement of the friendly consultations, the dispute cannot be resolved
 through such means, either Party may submit the dispute to the China
 International Economic and Trade Arbitration Commission for arbitration in
 accordance with its prevailing valid arbitration rules at the time of
 application. The place for arbitration shall be Shenzhen.
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|21.2                               |  | The arbitration tribunal shall be
 constituted by three (3) arbitrators and the arbitrators shall have a good
 knowledge of both English and Chinese Languages.                                                                                                                                                                                                                                                                                                                                                                                              

20

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|                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                     
|--------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Article 22                  |  | Validity of the Arbitration Award                                                                                                                                                                                                                                                                                                                                                                                   
|                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                     
|                            |  | The arbitration award shall be final and
 shall be binding on all Parties to this Contract. All Parties to this
 Contract agree to be bound by the said award, and to act according to the
 terms of the said award.                                                                                                                                                                                                
|                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                     
|Article 23                  |  | Continuation of Rights and Obligations                                                                                                                                                                                                                                                                                                                                                                              
|                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                     
|                            |  | After a dispute has arisen and during its
 arbitration process, other than the disputed matter, all Parties to this
 Contract shall continue to exercise their other respective rights stipulated
 in this Contract, and shall also continue to fulfil their other respective
 obligations stipulated in this Contract.                                                                                             
|                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                     
|Chapter XII. Applicable Law
|                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                     
|Article 24                  |  | Applicable Law                                                                                                                                                                                                                                                                                                                                                                                                      
|                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                     
|                            |  | The laws and regulations of the PRC shall
 govern and be binding on the establishment, validity, interpretation and
 execution of this Contract. All disputes under this Contract shall be
 determined according to the laws of the PRC. In the event the laws of the PRC
 do not make provision for a certain issue relating to this Contract,
 reference shall be made to general international business practice.
|                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                     
|Chapter XIII. Miscellaneous
|                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                     
|Article 25                  |  | Waiver                                                                                                                                                                                                                                                                                                                                                                                                              
|                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                     
|                            |  | The non-exercise or delay in the exercise
 of an entitlement stipulated in this Contract by any Party to this Contract
 shall not be regarded as a waiver of the said entitlement. Any single
 exercise or partial exercise of an entitlement shall not rule out any future
 re-exercise of the said entitlement.                                                                                                   
|                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                     
|Article 26                  |  | Transfer                                                                                                                                                                                                                                                                                                                                                                                                            
|                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                     
|                            |  | Unless otherwise described and prescribed
 in this Contract, without the prior written consents from the other Parties
 or the written approvals from the Examination and Approval Authority as
 required by laws, none of the Parties to this Contract shall transfer or
 assign that Partys entitlement or obligations in part or total as stipulated
 in this Contract.                                         
|                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                     
|Article 27                  |  | Amendment                                                                                                                                                                                                                                                                                                                                                                                                           
|                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                     
|27.1                        |  | This Contract has been executed for the
 benefit of all Parties to this Contract and their respective lawful
 successor(s) and assignees, and shall have legal binding effect on them.                                                                                                                                                                                                                              
|                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                     
|27.2                        |  | This Contract shall not be amended
 verbally. Only both of the written document signed by all Parties indicating
 their consent to such amendment shall any amendment to this Contract become
 effective.                                                                                                                                                                                                           
|                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                     
|Article 28                  |  | Severability                                                                                                                                                                                                                                                                                                                                                                                                        
|                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                     
|                            |  | The invalidity of any term in this Contract
 shall not affect the validity of the other terms in this Contract.                                                                                                                                                                                                                                                                                                     
|                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                     
|Article 29                  |  | Language                                                                                                                                                                                                                                                                                                                                                                                                            
|                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                     
|                            |  | This Contract is written in the Chinese
 Language.                                                                                                                                                                                                                                                                                                                                                                  
|                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                     
|Article 30                  |  | Validity of the Text and Appendices                                                                                                                                                                                                                                                                                                                                                                                 

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|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                              
|---------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------
|30.1       |  | This Contract shall come into effect from
 the Signing Date. This Contract shall be signed in ten (10) sets of original.
 Each Party shall each hold one (1) set of original, and one (1) set of
 original each shall be sent to the competent administration for industry and
 commerce and any other governmental authorities as required. The remaining
 originals shall be filed and kept by the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                              
|30.2       |  | The Appendices to this Contract shall form
 an integral part of this Contract, and shall have the same effect as this
 Contract.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                              
|Article 31 |  | Notification                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                              
|31.1       |  | Unless otherwise specified and prescribed
 in this Contract, any Party issuing any notification or written communication
 to the other Party (ies) according to the provisions of this Contract shall
 have them written in the Chinese and English Language and shall send them as
 a letter by a courier service company or by facsimile. Letters sent by a
 courier service company will require a confirmation to be given seven (7)
 Working Days after handing over the notification or communication to the
 courier service company. Any notification or written communication sent in
 accordance with the stipulations of this Contract shall be deemed to be
 effective on the date of receipt. If they are sent by facsimile, the date of
 receipt shall be deemed to be three (3) Working Days after transmission,
 subject to a facsimile confirmation report evidencing this.
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                              
|31.2       |  | All notifications and communications shall
 be sent to the following addresses, until such time when the other Party
 (ies) issues a written notice of any change to its address:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                              
|           |  | Transferees Address:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 25B, New Poly Plaza, No.1 Chaoyangmen North
 St., Dongcheng District, Beijing
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                              
|           |  | Telephone Number:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 010-6492 8483                                                                
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                              
|           |  | Facsimile Number:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 010-6496 1540                                                                
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                              
|           |  | Addressee:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Jin Lei                                                                      
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                              
|           |  | The Address jointly appointed
 by Transferors: Dazhaihe Cascade III Power
 Station, Kuzhuyi Village, Mengqiao Township, Jinping County, Yunnan Province                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                              
|           |  | Telephone Number:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 13958123366                                                                  
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                              
|           |  | Facsimile Number:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 0873-2881042                                                                 
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                              
|           |  | Addressee:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Hong Chu Yun                                                                 
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                              
|Article 32 |  | The Entire Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                              
|           |  | This Contract constitutes the entire
 agreement of all Parties to this Contract pertaining to the transaction
 agreed upon in this Contract, and shall replace all the previous discussions,
 negotiations and agreements among all Parties to this Contract in respect of
 the transaction of this Contract.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                              
|           |  | (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|          

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| |                                                                                                                                                                                                                   |  | 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
| | IN WITNESS WHEREOF, the duly authorised
 representative of Party A and Party B, Party C, Party D, Party E, Party F,
 Party G and Party H have signed this Contract with Party D on the date first
 above written.
| |                                                                                                                                                                                                                   | 
| | Party A: Luquan Xiaopengzu Power Generation Co., Ltd.                                                                                                                                                            
| |                                                                                                                                                                                                                   | 
| | (Stamp)                                                                                                                                                                                                           | 
| |                                                                                                                                                                                                                   |  | 
| | Signature:                                                                                                                                                                                                        |  | 
| |                                                                                                                                                                                                                   |  | 
| |                                                                                                                                                                                                                   |  | 

| |           |  | 
| | --------- |  | 
| | Position: | 
| |           |  | 
| |           |  | 

| |            |                 | 
| | ---------- | --------------- | 
| | Party B:   | Mao Ding Gou   
| |            |                 | 
| |            |                 | 
| | Signature: |                 | 
| |            |                 | 
| |            |                 | 
| | Party C:   | Zeng Jie       
| |            |                 | 
| |            |                 | 
| | Signature: |                 | 
| |            |                 | 
| |            |                 | 
| | Party D:   | Xu Xuan Bo     
| |            |                 | 
| |            |                 | 
| | Signature: |                 | 
| |            |                 | 
| |            |                 | 
| | Party E:   | Lin Lin        
| |            |                 | 
| |            |                 | 
| | Signature: |                 | 
| |            |                 | 
| |            |                 | 
| | Party F:   | Su Xiao Dong   
| |            |                 | 
| |            |                 | 
| | Signature: |                 | 
| |            |                 | 
| |            |                 | 
| | Party G:   | Dong Xian Min  
| |            |                 | 
| |            |                 | 
| | Signature: |                 | 
| |            |                 | 
| |            |                 | 
| | Party H:   | Wang Meng Zhang
| |            |                 | 
| |            |                 | 
| | Signature: |                 | 
| |            |                 | 

23

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|                              | 
|----------------------------- | 
|Appendix I List of Securities

List of Securities

As of the Signing Date, the Transferors have
disclosed to the Transferee the following securities of the Company (including
but not limited to pledge, mortgage, guarantee and other forms):

|    |  |                                                                    |  |                                                                                      |  |                                               |  |                                            
|--- |  | ------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------ |  | --------------------------------------------- |  | -------------------------------------------
|No. |  | Number of Security
 Contracts                                      |  | Creditor                                                                             |  | Debtor                                        |  | Form ofSecurity                            
|    |  |                                                                    |  |                                                                                      |  |                                               |  |                                            
|1.  |  | Mortgage Contract 53012801-2008 Nian Lu Quan (Di) Zi No. 0002      |  | Agricultural Development Bank of China, Luquan Yi and Miao Ethnic
 County Sub-branch |  | Luquan Xiaopengzu Power Generation Co.,
 Ltd. |  | Mortgage of Chattels and Realty            
|   
|2.  |  | Right Pledge Contract 53012801-2008 Nian Lu Quan (Zhi) Zi No. 0002 |  | Agricultural Development Bank of China, Luquan Yi and Miao Ethnic
 County Sub-branch |  | Luquan Xiaopengzu Power Generation Co.,
 Ltd. |  | Pledge of right to collect electricity fees

24

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