Exhibit 4.117

BETWEEN

FUJIAN TAIYU INVESTMENT (GROUP) CO., LTD.

SHAOWU CITY FENGYI POWER DEVELOPMENT CO., LTD.

JIANYANG CITY XINGUANG POWER DEVELOPMENT CO., LTD.

AND

FUJIAN HUABANG HYDROELECTRIC INVESTMENT CO., LTD.

|                                               
|-----------------------------------------------
|SHARE PURCHASE AGREEMENT
 For                  
|SHAOWU CITY JINLING POWER GENERATION CO.,
 LTD.

1

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CONTENTS

|                                                                           |                                                                |    |   
|-------------------------------------------------------------------------- | -------------------------------------------------------------- | -- | --
|CHAPTER I DEFINITIONS                                                      |                                                                | 5 
|                                                                           |                                                                |    |   
|Article 1                                                                  | Definitions                                                    |    | 5 
|                                                                           |                                                                |    |   
|CHAPTER II SALE EQUITY STAKE                                               |                                                                | 8 
|                                                                           |                                                                |    |   
|Article 2                                                                  | Sale Equity Stake                                              |    | 8 
|                                                                           |                                                                |    |   
|Article 3                                                                  | Transfer Price                                                 |    | 8 
|                                                                           |                                                                |    |   
|Article 4                                                                  | Payment of the Transfer Price                                  |    | 9 
|                                                                           |                                                                |    |   
|Article 5                                                                  | Taxes Payable under the Transfer of the Sale Equity Stake      |    | 10
|                                                                           |                                                                |    |   
|CHAPTER III REPRESENTATIONS AND WARRANTIES BY THE PARTIES                  |                                                                | 10
|                                                                           |                                                                |    |   
|Article 6                                                                  | Representations and Warranties by The Parties                  |    | 10
|                                                                           |                                                                |    |   
|CHAPTER IV DISCLOSURES, REPRESENTATIONS AND WARRANTIES BY
 THE TRANSFERORS |                                                                | 11
|                                                                           |                                                                |    |   
|Article 7                                                                  | Disclosures, Representations and Warranties by the Transferors |    | 11
|                                                                           |                                                                |    |   
|Article 8                                                                  | General Representations and Warranties by the Transferors      |    | 12
|                                                                           |                                                                |    |   
|Article 9                                                                  | Ownership                                                      |    | 13
|                                                                           |                                                                |    |   
|Article 10                                                                 | The Target Company                                             |    | 13
|                                                                           |                                                                |    |   
|CHAPTER V DISCLOSURES, REPRESENTATIONS AND WARRANTIES BY
 TRANSFEREE       |                                                                | 20
|                                                                           |                                                                |    |   
|Article 11                                                                 | Disclosures, Representations and Warranties by Transferee      |    | 20
|                                                                           |                                                                |    |   
|CHAPTER VI DELIVERY                                                        |                                                                | 21
|                                                                           |                                                                |    |   
|Article 12                                                                 | Delivery                                                       |    | 21
|                                                                           |                                                                |    |   
|CHAPTER VII DEBT ARRANGEMENT AND EMPLOYEES RELOCATION OF
 TARGET COMPANY   |                                                                | 24
|                                                                           |                                                                |    |   
|Article 13                                                                 | Debts Arrangement                                              |    | 24
|                                                                           |                                                                |    |   
|Article 14                                                                 | Relocation of Employees                                        |    | 25

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|                                   |                                                      |    |   
|---------------------------------- | ---------------------------------------------------- | -- | --
|CHAPTER VIII
 GUARANTEE FUND       |                                                      | 25
|                                   |                                                      |    |   
|Article 15                         | Guarantee Fund                                       |    | 25
|                                   |                                                      |    |   
|CHAPTER IX CONFIDENTIALITY         |                                                      | 27
|                                   |                                                      |    |   
|Article 16                         | Confidentiality                                      |    | 27
|                                   |                                                      |    |   
|CHAPTER X BREACH OF CONTRACT       |                                                      | 28
|                                   |                                                      |    |   
|Article 17                         | Liability for Breach of a Representation or Warranty |    | 28
|                                   |                                                      |    |   
|Article 18                         | Liability for Breach of Contract                     |    | 28
|                                   |                                                      |    |   
|CHAPTER XI FORCE MAJEURE           |                                                      | 30
|                                   |                                                      |    |   
|Article 19                         | Force Majeure                                        |    | 30
|                                   |                                                      |    |   
|CHAPTER XII RESOLUTION OF DISPUTES |                                                      | 30
|                                   |                                                      |    |   
|Article 20                         | Arbitration                                          |    | 30
|                                   |                                                      |    |   
|Article 21                         | Validity of the Arbitration Award                    |    | 31
|                                   |                                                      |    |   
|Article 22                         | Continuation of Rights and Obligations               |    | 31
|                                   |                                                      |    |   
|CHAPTER XIII APPLICABLE LAW        |                                                      | 31
|                                   |                                                      |    |   
|Article 23                         | Applicable Law                                       |    | 31
|                                   |                                                      |    |   
|CHAPTER XIV MISCELLANEOUS          |                                                      | 31
|                                   |                                                      |    |   
|Article 24                         | Waiver                                               |    | 31
|                                   |                                                      |    |   
|Article 25                         | Transfer                                             |    | 32
|                                   |                                                      |    |   
|Article 26                         | Amendment                                            |    | 32
|                                   |                                                      |    |   
|Article 27                         | Severability                                         |    | 32
|                                   |                                                      |    |   
|Article 28                         | Language                                             |    | 32
|                                   |                                                      |    |   
|Article 29                         | Validity of the Text and Appendices                  |    | 32
|                                   |                                                      |    |   
|Article 30                         | Notification                                         |    | 33
|                                   |                                                      |    |   
|Article 31                         | The Entire Agreement                                 |    | 34

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Share
Purchase Agreement

|                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|This Share
 Purchase Agreement (hereinafter referred to as this Agreement) is executed by the following Parties in
 Fujian China on November 3, 2010.                                                                                                                                     
|                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(1)                                                                                                                                                                                                                                                                                          | Party
 A: Fujian Huabang Hydroelectric Investment Co., Ltd.(hereinafter referred to as the Transferee), a wholly foreign owned
 enterprise registered and established in accordance with the laws of the PRC,
 with its registration number of 350000400003598 and registered address at the
 3rdFloor of East Building A, No.349, Guangda Road, Taijiang
 District, Fuzhou 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: Fujian Taiyu Investment (Group) Co., Ltd., a company registered and
 established in accordance with the laws of the PRC, with its registration
 number of 350700100005376 and its registered address at No.211, Bayi Road,
 Nanping City, the legal representative of which is Ding Hui, whose
 nationality is the PRC;                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(3)                                                                                                                                                                                                                                                                                          | Party
 C: Shaowu City Fengyi Power Development Co., Ltd., a company registered and
 established in accordance with the laws of the PRC, with its registration
 number of 350781100001758 and its registered address at No.185, Xichun Road,
 Shaowu City, the legal representative of which is Ding Qiang, whose
 nationality is the PRC; and                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(4)                                                                                                                                                                                                                                                                                          | Party
 D: Jianyang City Xinguang Power Development Co., Ltd., a company registered and
 established in accordance with the laws of the PRC, with its registration
 number of 350784100009806 and its registered address at No.59, West Street,
 Jianyang City, the legal representative of which is Chen Dingyong, whose nationality
 is the PRC.                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Party B, Party C
 and Party D are hereinafter collectively referred to as the Transferors. The Transferors and the
 Transferee are hereinafter collectively referred to as the Parties as well as each of the
 Transferors and the Transferee is hereinafter referred to as the Party.
|                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|WHEREAS,                                                                                                                                                                                                                                                                                    

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|    |                                                                                                                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Shaowu City Jinling Power Generation Co., Ltd. (hereinafter referred
 to as Target Company) is a
 company incorporated in China for the purpose of power generation, power
 sales and hydroelectric development;                              
|    |                                                                                                                                                                                                                                                 
|(2) | Party B holds sixty-two per cent (62%) of the equity stake of Jinling
 Company, and can exercise all of its full rights as a shareholder;                                                                                                       
|    |                                                                                                                                                                                                                                                 
|(3) | Party C owns thirty-three per cent (33%) of the equity stake of Jinling
 Company, and can exercise all of its full rights as a shareholder;                                                                                                     
|    |                                                                                                                                                                                                                                                 
|(4) | Party D owns five per cent (5%) of the equity stake of Jinling
 Company, and can exercise all of its full rights as a shareholder;                                                                                                              
|    |                                                                                                                                                                                                                                                 
|(5) | Subject to the terms and conditions set out in this Agreement, the
 Transferors are willing to transfer one hundred per cent (100%) of the equity
 stake of Jinling Company (hereinafter referred to as  Sale Equity Stake) to the Transferee;
|    |                                                                                                                                                                                                                                                 
|(6) | The Transferee is willing to acquire the Sale Equity Stake subject to
 the terms and conditions set out in this Agreement;                                                                                                                      

For this purpose, after friendly
consultations, on the principles of equality and mutual benefit, the Parties to
this Agreement have reached the following agreement in accordance with the
provisions of the Contract Law of the
Peoples Republic of China, Company
Law of the Peoples Republic of China, Provisions on Mergers and Acquisitions
of Domestic Enterprises by Foreign Investorsand 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 Agreement shall have the meanings set forth as
follows:

Sale
Equity Stake refers to one hundred per cent (100%) of the equity
stake of Jinling Company transferred by the Transferors to the Transferee.

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Jinling
Company refers to Shaowu City Jinling Power Generation Co., Ltd., a
limited liability company registered and established in accordance with the
laws of PRC, with its registration number being 350781100003671, registered
capital (paid-up capital) being RMB51,800,000 and registered address at
Zhuangshang Village, Nakou Town, Shaowu City.

Target
Company refers to Jinling Company.

New
Articles of Association refers to the new Articles of Association
of Shaowu City Jinling Power Generation Co., Ltd. after the completion of the
share transfer contemplated in this Agreement, which has been approved by the
Examination and Approval Authority.

Transfer
Price shall have the meaning provided in Article 3.1 hereof,
namely, RMB75,060,000.

Signing
Date refers to the date when this Agreement is signed.

Effective
Date refers to the date when this Agreement is approved by the
Examination and Approval Authority.

First
Payment Date refers to the date when the Transferee pays the first
instalment of the Transfer Price in accordance with Article 4.1 of this
Agreement.

Second
Payment Date refers to the date when the Transferee pays the
balance of the Transfer Price in accordance with Article 4.1 of this Agreement.

Completion
Date of Delivery refers to the date provided in Art.12.6 hereof.

PRC
or China refers to the Peoples
Republic of China.

Claims
refers to claims, actions, demands, proceedings judgments liabilities, damages
amounts, costs and expenses (including attorney fees and expenses) whatsoever
and howsoever arising.

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:

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| |     |                                                                                                                                                                                           
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | any interest or right granted or reserved in or over or affecting the
 Sale Equity Stake; or                                                                                              
| |     |                                                                                                                                                                                           
| | (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.                                           

Examination
and Approval Authority refers to the relevant PRC governmental
department having the authority to examine and approve this Agreement, the New
Articles of Association of the Company and to grant approval for the share
transfer contemplated in this Agreement pursuant to the provisions for the
examination and approval of projects which have investments by foreign
investors in the PRC.

Material
Adverse Change refers to:

| |     |                                                                                                                                                                                                                         
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | investigations (which may cause the Target Company to be punished)
 and penalties upon the Target Company by relevant governmental authorities,
 which may materially affect the normal operation of the Target Company;
| |     |                                                                                                                                                                                                                         
| | (2) | involvement with any litigation, arbitration or any other judicial
 proceedings by the Target Company which may have material impact on the
 normal operation of the Target Company; or                                 
| |     |                                                                                                                                                                                                                         
| | (3) | any change which may have impact on the financials, business, assets,
 or debts in the amount of RMB100,000 or more.                                                                                                    

Guarantee
Fund refers to the fund to be transferred by the Transferors to the
bank account designated by the Transferee in accordance with Art.15.1 hereof.

RMB or Renminbi refers to the legal currency of
the PRC. Unless otherwise provided, it is the denominating currency of this
Agreement.

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Transferors
Bank Accounts refer to, for the purpose of this Agreement, the bank
accounts respectively opened by Transferors under their respective names for
receiving the Transfer Price (as defined in Art 3.1), the detailed information
of which is set out in Art.4.2 hereof.

Senior
Officers refers to general manager, deputy general manager and
financial manager.

Third
Party refers to any natural person, legal entity, or other
organization or entity, other than the parties to this Agreement.

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

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1 | Pursuant to the terms and conditions stipulated in this Agreement,
 the Transferors agree to transfer to the Transferee and the Transferee agrees
 to acquire from the Transferors the Sale Equity Stake with all the rights and
 obligations of and attaching to the Sale Equity Stake 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 Jinling
 Company and free of any Claims or Encumbrances.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|2.2 | For the avoidance of doubt, all external investment by Jinling
 Company shall be included in the assets to be transferred and have been
 included in the Transfer Price.                                                                                                                                                                                                                                                                                                                                              

Article
3     Transfer Price

|    |                                                                                                                                                                                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1 | The Transferors and the Transferee after consultations have finally
 determined that the price for the Sale Equity Stake shall be agreed at
 RMB75,060,000 (hereinafter referred to as the Transfer Price). For the avoidance of doubt, all external
 investment by Jinling Company has been included in the Transfer Price.

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|    |                                                      
|--- | -----------------------------------------------------
|3.2 | The Transfer Price
 shall be paid in two instalments.

Article
4     Payment of the Transfer Price

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.1 | Within five (5) Working Days after this Agreement has been approved
 by the Examination and Approval Authority the certificate of approval for
 establishment of foreign invested enterprises of Jinling Company has been
 issued, the Transferee shall pay the Transferors 50% of the Transfer Price,
 namely, RMB37,530,000. During the period between First Payment Date
 (inclusive) and Completion Date of Delivery (inclusive) or the date when the
 Sale Equity Stake has been registered under the name of the Transferee
 (whichever is later), the Transferors shall pay interest of the first
 instalment of the Transfer Price calculated in 0.016% per day to the
 Transferee, which shall be fully paid to the bank account designated by the
 Transferee on Completion Date of Delivery or the date when the Sale Equity
 Stake has been registered under the name of the Transferee (whichever is
 later).
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | From the date when the Transferors have received the first instalment
 of the Transfer Price, the Parties shall start to cooperate in respect of
 alteration registration with the competent administration for industry and
 commerce.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | The balance of the Transfer Price, namely, RMB37,530,000, shall be paid
 within five (5) Working Days after the foreign invested enterprise business
 license has been issued, the alteration registration of the Sale Equity Stake
 with the competent administration for industry and commerce has been
 completed and the Sale Equity Stake has been registered under the name of the
 Transferee, and the delivery provided in Chapter VI hereof has been
 accomplished.                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | When the Transfer Price has been fully transferred to the
 Transferors Bank Accounts, the obligations of the Transferee shall be deemed
 as completed and the Transferee shall have no liability or obligation to pay
 any Transfer Price.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.2 | The detailed information of the Transferors Bank Accounts is set out
 below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | Bank account of Party B                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | Account Bank: Nanping Sihe Branch, Agricultural Bank of China                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | Account Owner: Fujian Taiyu Investment (Group) Co., Ltd.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | Account No.: 910301040003510                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | Bank account of Party C                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | Account Bank: Xichun Office, Shaowu City, Agricultural Bank of China                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Account Owner: Shaowu City Fengyi Power Development Co., Ltd                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | Account No.: 920401040000082                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Bank account of Party D                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | Account Bank: Jianyang Branch, Agricultural Bank of China                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | Account Owner: Jianyang City Xinguang Power Development Co., Ltd.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | Account No.: 35001677207050006953                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4.3 | The Transferors shall, within five (5) Working Days after the Payment
 Date of each payment, issue to the Transferee the legal documents evidencing
 the receipt of the Transfer Price, i.e. the receipt with the Transferors
 seals. In the event that the Transferors fail to issue the said documents
 within the prescribed time limit to the transferee, the Transferee shall be
 entitled to correspondingly delay its following payable instalment of the
 Transfer Price and charge a default fee at 0.05% of the Transfer Price per
 day. 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 Target Company to suffer from any damage or loss, the Transferors
 shall make full compensation on to Transferee and/or the Target Company.

Article 5     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 Agreement 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 the Parties

Article
6     Representations and Warranties by The Parties

|    |                                                                                                                                                                                                                                           
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6.1 | At the time of signing this Agreement, 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

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|    |                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | advisers, etc.) prior
 to the Signing Date are still valid and authentic and confirm that, should
 discrepancies appear between the latter and the terms of this Agreement, this
 Agreement shall prevail.                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                     
|6.2 | The Parties to this Agreement 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, alteration registration with
 the competent administration for industry and commerce and filing for record,
 etc., and the expenses arising
 therefrom shall be respectively borne by the Parties.

Chapter IV Disclosures,
Representations and Warranties by the Transferors

Article
7     Disclosures, Representations and Warranties by
the Transferors

|                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|The Transferors
 hereby jointly and severally represent and warrant to the Transferee that:
|                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7.1                                                                                         | All information and facts relating to the Target Company that are 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 Agreement 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 Agreement, 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.
|                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7.2                                                                                         | 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
 Agreement or fulfil their obligations under this Agreement.                                                                                                                                                                                                                                                                                                                                                    
|                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7.3                                                                                         | 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 and
 the Target Company; in case of requiring the consent of such Third Party, the
 Transferors have procured the written consent.                                                                                                                                                                                                                                                                                                            
|                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7.4                                                                                         | The Transferors hereby undertake that none
 of them will take any action after the Signing Date that will cause any
 adverse impact on the Target Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|7.5 | Regarding the documents and information
 provided by the 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:                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                      
|    | 7.5.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | all copies made from original documents are
 true and complete and that such original documents are authentic and
 complete;                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                      
|    | 7.5.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | all documents supplied to the Transferee
 and/or the Transferees agencies as originals are authentic and complete;                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                      
|    | 7.5.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | all signatures (stamps) appearing on
 documents supplied to the Transferee and/or the Transferees agencies as
 originals or copies of originals are genuine; and                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                      
|    | 7.5.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | The Transferors have drawn to the attention
 of the Transferee and/or the Transferees agencies all matters that are
 material for the Transferee to proceed with the transaction as contemplated
 in this Agreement.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                      
|7.6 | The Transferors shall, at any moment upon
 the request by Transferee, on their own expenses, carry out and/or conduct in
 a way which is satisfactory to the Transferee, or to impel the Third Party to
 carry out and/or conduct in a way which is satisfactory to the Transferee,
 any action and/or document which the Transferee reasonably deems requisite,
 in order to realize the full effectiveness and implementation of this
 Agreement, provided that the aforesaid requests shall be fair and reasonable
 and in compliance with relevant laws, administrative regulations and rules.

Article 8 General Representations and
Warranties by the Transferors

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|8.1 | The Transferors are legal entities that have been duly established
 according to the laws and regulations of China and they are validly and
 legally in existence and also operating normally in accordance with the laws
 and regulations of China. Signing this Agreement and fulfilling all of their
 obligations stipulated herein by the Transferors 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

12

---



| |                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | laws, regulations, stipulations, any
 authorization or approval from any government body or department or the stipulations of any contract or
 agreement that any of the Transferors is a party to or is bound by.

Article
9     Ownership

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|9.1 | The Transferors 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.                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|9.2 | The Transferors undertake and warrant that: up to the Effective 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).

Article
10     The Target Company

|                                                                                            |                                                                                                                                                                                                                                                                                                                                                            
|------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|The Transferors hereby jointly and severally represent and warrant to
 the Transferee that:
|                                                                                            |                                                                                                                                                                                                                                                                                                                                                            
|10.1                                                                                        | The Target Company is legal entity that has been duly established
 according to the laws of PRC and they are validly and legally in existence
 and also operating normally in accordance with the laws and regulations of
 PRC.                                                                                                                            
|                                                                                            |                                                                                                                                                                                                                                                                                                                                                            
|10.2                                                                                        | The registered capital of the Target Company has been fully paid up
 on schedule. The Transferors and Jinling Company 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 and Jinling Company.
|                                                                                            |                                                                                                                                                                                                                                                                                                                                                            
|10.3                                                                                        | The development, construction and operation of the Target Company
 have been duly granted by relevant governmental authorities all requisite
 approvals and are fully complied with all relevant PRC laws and regulations
 and the                                                                                                                         

13

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | approvals and permits of relevant governmental authorities, in no
 violation of PRC laws and regulations and approvals and permits of relevant
 governmental authorities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.4 | Up to the Completion Date of Delivery, every aspect of the Target
 Company, including but not limited to the hydrology, geology, water flow, dam
 safety, hydroelectric generator, 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. The installed capacity of the Target Company
 conforms to that provided in relevant governmental approvals and the name
 plates of generator units of the Hydroelectric Projects. In the event that Transferee
 and/or the Target Company suffer from any damage or loss arising out of any
 defect or any other problem which already existed before the Completion Date
 of Delivery, the Transferors shall be jointly liable for the full
 compensation on the Transferee and/or the Target Company.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.5 | Up to the Completion Date of Delivery (inclusive), the Target Company
 has never suffered and are not currently suffering from any other
 administrative investigations, prosecutions, arbitrations, disputes, Claims
 or other proceedings (ongoing, pending or threatened), nor the Target Company
 has been punished.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | Up to the Completion Date of Delivery, 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, residents relocation,
 fire-prevention and work safety, etc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | The Transferors hereby warrant that except for the payables set out
 in this Agreement, all fees, charges, compensations, penalties and expenses
 payable to or being required to pay to any PRC governmental authority/or any
 other Third Party prior to the Completion Date of Delivery have been paid in
 full.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | In the event that the Transferee and/or the Target Company suffer
 from any penalty, damage, loss, etc.
 due to any such administrative investigations, prosecutions, arbitrations,
 disputes, Claims, penalties and/or other                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

14

---



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | proceedings which existed before the
 Completion Date of Delivery and have not been disclosed by the Transferors,
 the Transferors shall fully compensate the Transferee and/or the Target
 Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.6 | Other than those disclosed in this Agreement, the Target Company
 legally owns all requisite real estates (including but not limited to land,
 buildings, water retaining dam, water diversion canal, power transmission
 lines, structures and affiliated facilities) and moveable assets (including
 but not limited to machinery, equipments, vehicles, furniture and office supplies),
 and such real estates and movable assets shall be not less than those real
 estate and movable assets listed out in the Breakdown of Assets Checking and
 Evaluation prepared by Guangdong Zhongtuo Zhengtai Assets Valuation and Land
 Appraisal Co., Ltd and jointly confirmed by the Transferors and the
 Transferee. The Transferors hereby confirm and warrant that from the Signing
 Date (inclusive) to the Completion Date of Delivery (inclusive), no loss or
 damages to such real estates and movables will be incurred due to any actions
 of the Transferors/or any Third Party. In the event that such real estates
 and movables incur any damage or loss due to any action of the Transferor/or
 any Third party, the Transferors shall assume joint liabilities and fully compensate
 the Transferee and/or the Target Company.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.7 | Up to the Completion Date of Delivery (inclusive), the delivery of
 major machinery and equipments of Target Company shall be deemed as completed
 if the main machinery and equipments have been in good and consecutive
 operation for 72 hours. Up to the Completion Date of Delivery (inclusive),
 all hydro buildings and structures owned by the Target Company are in good
 and secure conditions. In the event that within twelve (12) months after the
 Completion Date of Delivery, the Target Company/or the Transferee suffer any
 loss or damage due to material or hidden defects which already existed before
 the Completion Date of Delivery (inclusive), the Transferors shall assume
 joint liabilities and fully compensate the Transferee and/or the Target
 Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.8 | The production, operation, construction and business of the Target
 Company are fully complied with all applicable PRC laws and regulations and
 national and industrial standards, including but not limited to those laws
 and regulations and standards in relation to hydropower generation,
 environmental protection, water and soil preservation, flood prevention plan,
 design and construction of water resource projects, invitation and submission
 of bids,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

15

---



|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | utilization of woodland, wood cutting, fire-prevention, work safety
 and relocation. All construction projects of the Target Company (including
 complete and under construction projects) have obtained all required
 approvals and permits from relevant governmental authorities and have been
 constructed strictly in compliance with such approvals and permits without any violation. 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, relocation administration authorities and other
 governmental authorities will not punish the Target 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 Completion Date of Delivery (inclusive). In
 the event that the Target 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, relocation administration authorities or other governmental
 authorities, the Transferors shall fully compensate the Transferee and/or the
 Target Company so as to hold the Transferee and/or the Target Company
 harmless, excluding those already disclosed in this Agreement.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.9  | Up to the Signing Date, the Transferors have already disclosed all
 information of the debts of the Target Company. As of the Completion Date of
 Delivery (inclusive), such information is still complete, reliable, accurate
 and true. Up to the Completion Date of Delivery (inclusive), all bank loans
 and other debts of the Target Company have been disclosed to the Transferee.
 As of the Completion Date of Delivery (inclusive), all due principal and
 interests of the bank loans and other debts have been fully paid off. The
 Transferors shall assume joint liabilities for any undisclosed debts of the
 Target Company and any unpaid due principal and interests (as of the
 Completion Date of Delivery (inclusive)) so as to hold the Transferee and/or
 the Target Company harmless.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.10 | As of the Completion Date of Delivery (inclusive),
 all compensation fees for the land occupied and used by the Target Company
 have been fully paid off, however, the fees for the procurement of the
 state-owned land use right                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

16

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | certificates of workshop, dam, production area of
 the Target Company shall be executed pursuant to Article 15 hereof. As of the
 Completion Date of Delivery, the Target Company could not be involved in any
 legal action, arbitration, penalty or suffer from any other damage or loss
 due to the land issues. In the event that the Transferee and/the Target Company suffer from any
 penalty, damage or loss, etc.
 therefrom, the Transferors shall assume the joint liability to fully
 compensate Transferee and/or the Target Company.                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.11 | As of the Completion Date of Delivery, except for the lease land
 disclosed by Transferors, the Target Company does not lease any moveable
 assets and real estate such as land, buildings equipments and facilities, etc. As of the Completion Date of
 Delivery (inclusive), the due rental and relevant fees have been fully paid
 off. In the event that the Target Company and/or the Transferee suffer from
 any penalty, damage or loss due to the undisclosed leased moveable assets and
 real estate, the Transferors shall assume joint liability and fully
 compensate the Transferee and/or the Target Company.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.12 | During the period between the Signing Date and the Completion Date of
 Delivery, the Transferors shall normally operate and manage the Target
 Company and warrant that there will not be any Material Adverse Change of the
 operation, business and conditions of the Target Company.                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.13 | As of the Completion Date of Delivery, except for the external
 investment already disclosed, Jinling Company does not have any equity
 investment in any other companies, enterprises, or other economic
 organizations, or have any partnership or association with any other companies, enterprises, or
 other economic organizations or individuals. In the event that the Target
 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 Target Company.             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.14 | As of the Completion Date of Delivery, except for the securities already
 disclosed, the Target 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 Target 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 Target Company suffers from any damage or loss due to such
 undisclosed                                                                   

17

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | securities, the Transferors shall assume joint liabilities and
 fully compensate the Transferee and/or the Target Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.15 | As of the Completion Date of Delivery, the Target 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, and water resources fees. The Transferors shall
 assume joint liabilities for any unpaid tax and fees to the Transferee and/or
 the Target Company so as to hold the Transferee and/or the Target Company
 harmless.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.16 | The effectiveness of this Agreement will not cause any Third Party to
 terminate the contracts or agreements which are concluded with the Target
 Company prior to the Effective Date (inclusive) of this Agreement which are
 still valid on the Effective Date of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.17 | As of the Completion Date of Delivery, the Target 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 Target Company suffers from any punishment, damage or
 loss due to any above issue, the Transferors shall assume joint liabilities
 and fully compensate the Target Company and/or Transferee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.18 | Labour Contracts between the Target Company and the employees who are
 still employed by the Target Company upon the Signing Date have been legally
 and validly concluded. The various social insurance premiums and housing
 provident fund, which shall be paid for the employees according to relevant
 PRC laws and regulations, have been fully and timely paid up, and the Target
 Company have not delayed any payment of the employees social insurance premiums,
 housing provident fund, salaries, and other welfares provided in PRC laws and
 the Target Company internal regulations. As of the Completion Date of
 Delivery (inclusive), the Target Company is free from any problem which may
 lead the employees to initiate labour arbitrations or lawsuits against the
 Target Company. In the event that the Target 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 Target Company.

18

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.19 | All insurance policies of the Target Company are valid and all due
 fees have been fully paid off, and all the other key conditions have been
 fully fulfilled and complied with. As of the Completion Date of Delivery
 (inclusive), there are no conditions which have led or may lead the aforesaid insurance
 policies to be invalid or the Target Company cannot be compensated. As of the
 Completion Date of Delivery, there are no situations in which the Target
 Company may claim for compensations from the insurer according to the
 aforesaid insurance policies.                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10.20 | As of the Completion Date of Delivery (inclusive), relevant
 coordination fees, compensation fees and other liabilities and obligations,
 which are payable and assumed by the Target Company to any Third Party in
 accordance with relevant agreements for the purpose of the construction, land
 occupation and other issues of the Hydroelectric Projects, have been fully
 paid off or fulfilled, and there is no delayed or defaulted payment. In the
 event that the Target Company and/or the Transferee suffer from any loss or
 damage due to the reasons existed prior to the Completion Date of Delivery,
 the Transferors shall be jointly liable for the full compensation on the
 Transferee and/or the Target Company.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10.21 | All the accounts, books, ledgers and financial records of the Target
 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 Target Company and show the financial, contractual and other business
 conditions of the Target Company during every financial term.                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10.22 | The Transferors undertake and warrant that after the Effective Date,
 the Target Company shall not illegally interfere with or hamper the
 Transferee in respect of amendments to articles of association, election of
 new directors and supervisors etc. and in the course of future production,
 operation and management.                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10.23 | The Transferors undertake and warrant that they will, within six
 months from the Second Payment Date (inclusive), discharge the joint
 liabilities provided by Jinling Company for the benefit of Zhenghe County
 Jinhe Hydroelectric Co.,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

19

---



|      |                                                                                                                                                                                                                                                                                                                                                                           
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | Ltd. and Fujian Province Nanping Minyan Power
 Construction Co., Ltd., and the Transferors shall provide security for the
 benefit of Jinling Company in respect of the release of the aforesaid
 security until the release of such security. In the event that Jinling Company suffers from any damage
 or loss, the Transferors shall fully compensate Jinling Company.
|      |                                                                                                                                                                                                                                                                                                                                                                           
|10.24 | The Transferors undertake and warrant they would procure the
 shareholders resolution regarding the approval of the transfer of Sale
 Equity Stake in accordance with relevant provisions of the Company Law.                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                           
|10.25 | Any representation and warranty made by the Transferors under this
 Agreement shall survive 12 months after the Completion Date of Delivery.                                                                                                                                                                                                                              

Chapter V Disclosures,
Representations and Warranties by Transferee

Article
11     Disclosures, Representations and Warranties by
Transferee

The Transferee hereby represents and warrants to the Transferors that:

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|11.1 | The Transferee is a foreign invested enterprise that has been duly
 established, validly and legally in existence and also operated normally in
 accordance with the laws and regulations of PRC. The Transferee is capable of
 fulfilling its obligation of paying the Transfer Price as set out in this
 Agreement.                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|11.2 | The Transferee in signing this Agreement 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.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|11.3 | 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 Agreement or fulfil its
 obligations under this Agreement.                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|11.4 | The Transferee undertakes that it will discharge the securities set
 out in Appendix VI to this Agreement that have been provided to the Target                                                                                                                                                                                                                                                                                                                                                       

20

---



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | Company by the Transferors/or any Third Party within six (6) months from the
 Second Payment Date. The Transferee undertakes that it will provide
 securities to the Transferors/or any Third Party in respect of the said
 discharge of securities until the said discharge of securities have been legally completed.
 In the event that the Transferors/or any Third Party suffer from any loss or
 damage due to the said securities, the Transferee shall fully compensate the
 Transferors/or any Third Party.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|11.5 | Any representation and warranty made by the Transferee under this
 Agreement shall survive 12 months after the Completion Date of Delivery.                                                                                                                                                                                                                                                                                                                                                                         

Chapter VI Delivery

Article
12     Delivery

|     |                                                                                                                                                                                                                                                                                                                                                                                                                       | 
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|12.1 | After the Signing Date, the Transferors and the Transferee shall
 immediately organize a delivery team to make preparations for the delivery of
 the Target Company.                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                       | 
|12.2 | The Parties confirm that the delivery includes all equities interests
 in the power stations held by Jinling Company.                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                       | 
|12.3 | The Transferors warrant that prior to the delivery, they shall
 deliver the list of all documents and receipts and other materials of the
 Target Company to the Transferee, including but not limited to all financial
 vouchers, books, approvals, certificates, licenses, customers information,
 engineering materials, all contracts, agreements entered into by Target
 Company and employees materials, etc.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                       | 
|12.4 | The Transferors shall warrant making a full and complete delivery and
 the Target Companys movable assets and real estate delivered to the
 Transferee shall not be reduced or damaged comparing with those set out in
 the breakdown of assets checking and valuation issued by Guangdong Zhongtuo
 Zhengtai Assets Valuation and Land Valuation Co., Ltd.                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                       | 
|12.5 | The delivery includes but not limited to:                                                                                                                                                                                                                                                                                                                                                                            

21

---



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | Delivery of the production, operation and management of the Target
 Company to the staff appointed by the Transferee;                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (2) | Delivery of the Target Companys seals, such as the official seal,
 financial seal and contract seal, etc.
 to the staff appointed by the Transferee;                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (3) | The Transferors and the Transferee shall check and verify all the
 assets (including but not limited to the real estate and movable assets) of
 the Target Company, make a list of the Target Company assets, and complete
 the delivery, subject to the confirmation by way of signature by the
 representatives of both the Transferor and the Transferee on site; during the
 checking and verifying of the assets, the Transferors shall compensate for
 the damaged assets by reference to the valuation price;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (4) | Delivery of originals of all current approvals, certificates,
 licences, customers information of the Target Company to the staff appointed
 by the Transferee;                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (5) | Originals of all the project drawings, contracts and agreements
 (including but not limited to grid connection and dispatching agreement,
 power purchase and sale contract, project contract, equipment contract,
 installation contract, materials contract) and other files shall be sorted
 out and delivered to the staff appointed by the Transferee;                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (6) | Originals of all the financial accounting books, financial vouchers
 and the fiscal files shall be sorted out and delivered to the staff appointed
 by the Transferee and financial closing shall be done;                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (7) | The Transferors shall deliver the specific technologies of the
 parties to the projects contracts, such as the parties of construction,
 equipment manufacture, design, supervision, quality examination, etc. to the staff appointed by the
 Transferee; and                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (8) | The delivery of other current materials and files of the Target
 Company.                                                                                                                                                                                                                                                                                                                                                                                                                                            

22

---



|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|12.6  | The specific delivery order of the Target Company shall be determined
 by both Parties separately, however, the delivery shall be completed within
 ten (10) Working Days after the First Payment Date, the completion of which
 shall be confirmed in writing by the Transferee. The Completion Date of
 Delivery shall be the issuance date of the written confirmation by the Transferee.                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|12.7  | 24:00 of the Completion Date of Delivery or 24:00 of the day when the
 Sale Equity Stake is registered under the name of the Transferee (the later
 of which shall prevail) shall be the settlement point of the rights closing
 of the Transferors and Transferee. All debts and interests of the Target
 Company prior to the settlement point shall be assumed by the Transferors,
 and all creditors rights and income (including depreciation) shall be owned
 by the Transferors. The debts inherited by the Target Company and/or debts
 and interests of the Target Company after the settlement point shall be
 assumed by the Transferee and all creditors rights and income shall be owned
 by the Transferee.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|12.8  | After the completion of the delivery, as for the reasonable request
 of further delivery by the Transferee in writing, the Transferors shall
 cooperate actively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|12.9  | The Transferors shall make sure the continuity, stability and safety
 of the production and operation of the Target Company during the process of
 the delivery.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|12.10 | The Transferors and Transferee shall fully cooperate so as to
 complete the delivery. In the event that the other Party or the Target
 Company after the transfer of the Sale Equity Stake suffers from any damage
 due to any Partys non-cooperation, such Party shall be liable for the
 compensation in accordance with law.                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|12.11 | The Transferors undertake and warrant that the engineering and
 relevant equipments and facilities of the Target Company is in compliance
 with the Breakdown of Assets Checking and Evaluation prepared by Guangdong
 Zhongtuo Zhengtai Assets Valuation and Land Appraisal Co., Ltd. In the event
 that the Transferee incurs any loss arising therefrom, the Transferors shall
 fully compensate the Transferee.                                                                                                                                                                                                                                                                                                        

23

---



Chapter VII Debt Arrangement
and Employees Relocation of Target Company

Article 13     Debts
Arrangement

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|13.1 | The Parties confirm that as of the Completion Date of Delivery, the
 banking loans of the Target Company shall be in the total amount of RMB
 204,000,000, and the bank loans inherited by the Transferee in proportion to
 shareholding ratio is RMB160,000,000; as of the Completion Date of Delivery,
 other debts of the Target Company shall be in the total amount of
 RMB191,896,370.23 and the other debts inherited by the Transferee in
 proportion to shareholding ratio is RMB175,940,000.                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|13.2 | In principle, the Transferee shall pay off the shareholders loans in
 the total amount of RMB126,211,772 within six months from the Completion Date
 of Delivery. Within eight months from the Completion Date of Delivery
 (exclusive), the Transferee shall pay interest (applicable annual interest
 rate is 6%) to the Transferors for the balance of the shareholders loans;
 within four months from the expiration date of the aforesaid eight-month
 period, the Transferee shall pay interest (applicable annual interest rate is
 10%) to the Transferors for the balance of such unpaid shareholders loans.
 The aforesaid interest shall be settled quarterly from the Completion Date of
 Delivery, and last interest shall be paid on the day when the principal of
 the shareholders loan is fully paid.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | The escrow shall be ended on the Completion Date of Delivery for the
 deposit in the amount of RMB20,000,000 paid by the Transferee to the escrow
 account prior to the signing of this Agreement. Such fund shall be used by
 the Transferors and the interest for the corresponding portion of the
 shareholders loan shall be exempted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|13.3 | Other than shareholders loans, other debts in the amount of
 RMB49,728,228 shall be paid by the Transferee after the Completion Date of
 Delivery.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|13.4 | The debts and interests as of 24:00 of the Completion Date of
 Delivery or the date when the Sale Equity Stake is registered under the name
 of the Transferee (whichever is later) which exceed the total amount set out
 in this Agreement hereto shall be assumed by the Transferors and the balance
 after paying off the debts shall belong to the Transferors which shall be
 paid by the Transferee to the Transferors.                                                                                                                                                                                                                                                                                                                                                                                             

24

---



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                 
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|13.5 | In case of the occurrence of any of the following circumstances and
 subject to the confirmation by the Parties, the Transferee is entitled to
 directly deduct relevant amount from the shareholders loans to be repaid set
 out in Appendix V thereto:                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                 
|     | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                              | the creditors of other debts of the Target Company which are not
 within the scope set out in this Agreement request the payment of the debts
 existing prior to the Completion Date of Delivery (inclusive); or
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                 
|     | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                              | other creditors of the Company request the payment of the debts which
 are more than those set out thereon.                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                 
|     | In case of the occurrence of any of the
 above circumstances, in the event that the shareholders loans are not
 sufficient to pay off, the difference shall be fully borne by the
 Transferors, the Transferee and the Target Company shall not be liable. In
 the event that the Transferee and/or the Target Company incur any damage or
 loss, the Transferors shall assume joint liabilities to fully compensate the
 Transferee and/or the Target Company.

Article     14
Relocation of Employees

|     |                                                                                                                                                                                                                                                                                                                                                                    
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|14.1 | After the completion of the transfer of equity interests, all
 existing employees shall be relocated in accordance with law. The terms and
 conditions of their employment shall be determined by reference to the
 current standards and implemented in accordance with the Labour Law of the PRC, Labour Contract Law of the PRC and other
 laws and regulations.
|     |                                                                                                                                                                                                                                                                                                                                                                    
|14.2 | The company shall protect legal rights of the employees in accordance
 with law.                                                                                                                                                                                                                                                                                   

Chapter VIII Guarantee Fund

Article
15     Guarantee Fund

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|15.1 | The Transferors agree that the Transferee can deduct RMB7,950,000
 from the shareholders loan to be repaid as the Guarantee Fund for the
 completion of all matters provided in Article 15.2 hereof (Guarantee Fund). The guarantee period
 shall commence from the Effective Date, and shall end when all obligations
 provided in Article 15.2 have been fulfilled or one year from the Effective
 Date (the later shall prevail).

25

---



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                       
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|15.2 | The Guarantee Fund shall ensure the completion of the following
 matters:                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                       
|     | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | As for all land and buildings of the workshop, dam and production
 area of all power stations invested by Target Company, the Transferors shall
 procure the legal and valid State-owned Land Use Right Certificates (granted
 type) and Building Ownership Certificates and deliver the originals to the
 Transferee;
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                       
|     | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | The Transferors shall complete the overall completion acceptance for
 all power stations invested by Target Company, procure the acceptance
 verification letters and relevant approvals and deliver the originals to the
 Transferee.                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                       
|15.3 | All fees and expenses arising from the matters set out in Article
 15.2 shall be assumed by the Transferors in proportion to shareholding ratio
 and deducted from the Guarantee Fund provided that the Transferors shall
 submit relevant legal receipts to the Transferee. In the event that the
 Guarantee Fund is not sufficient to pay the aforesaid fees and expenses, the
 exceeding portion shall be borne by the Transferors in proportion to
 shareholding ratio and the Transferee and Target Company shall not be liable.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                       
|15.4 | During the guarantee period, in the event that the Transferors breach
 any representation or warranty under this Agreement or commit any other
 defaulting actions and the Transferee incurs any damage or loss arising
 therefrom, the Transferee is entitled to directly deduct such amount from the
 Guarantee Fund and the Transferors shall not request the Transferee to refund.                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                       
|15.5 | After the expiration of the guarantee period, in the event that no
 quality problems arise and the Transferors have no breach of this Agreement,
 the Transferee shall refund the balance of the Guarantee Fund (if any)
 without interest to the bank account designated by the Transferors within
 five (5) Working Days from the expiration date of the guarantee period.                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                       
|15.6 | The Parties confirm that notwithstanding the foregoing, within two
 (2) years from the Effective Date, the obligations set out in Article 15.2
 are not fulfilled due to Transferors reasons, then the balance of the
 Guarantee Fund (if any)                                                                                                                                                                                                                                                                                      

26

---



| |                                                                                         
| | ----------------------------------------------------------------------------------------
| | and interest accrued thereon shall be owned by the Transferee and no
 need to refund it.

Chapter IX Confidentiality

Article 16     Confidentiality

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                              
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|16.1 | Unless otherwise provided for in another relevant confidentiality
 agreement, 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 Agreement pertaining to their respective businesses, or financial
 situations and other confidential matters, the Parties to this Agreement
 which have received the aforesaid confidential information (including written
 information and non-written information, hereinafter referred to as Confidential Information) shall:
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                              
|     | 16.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Keep the aforesaid Confidential Information confidential;                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                              
|     | 16.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Save for the disclosure of the Confidential Information by a Party to
 this Agreement to its employees solely for the performance of their duties
 and responsibilities, none of the Parties to this Agreement shall disclose
 the Confidential Information to any Third Party or any entity.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                              
|16.2 | The provisions of the aforesaid Article 16.1 shall not apply to Confidential
 Information:                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                              
|     | 16.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 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;                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                              
|     | 16.2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | which has become public information by means not attributable to any
 breach by the receiving Party;                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                              
|     | 16.2.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | which was obtained, by the receiving Party from a Third Party not
 subject to any confidentiality obligation to the said Confidential
 Information.                                                                                                                                          

27

---



|     |                                                                                                                                                                                                                                                                                                                                            
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|16.3 | As far as any natural person or legal entity which is a Party to this
 Agreement is concerned, notwithstanding that it has ceased to be a Party to
 this Agreement because of the transfer of its rights and obligations pursuant
 to the terms of this Agreement, the stipulations set out in this Chapter IX
 shall remain binding on it.

Chapter X Breach of Contract

Article
17     Liability for Breach of a Representation or
Warranty

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|17.1 | If any representation or warranty made by any Party to this Agreement
 is found to be an error, or if any fact that has or is likely to have a major
 or substantial effect on the signing of this Agreement by any Party has been
 omitted, or if any representation or warranty 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.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|17.2 | Each representation and warranty set out in this Agreement is to be
 construed independently.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

Article
18     Liability for Breach of Contract

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|18.1 | In the event of a breach committed by any Party to this Agreement,
 the said defaulting Party shall be liable to the other Party (ies) for the
 losses and damages or any other liabilities arising out of that defaulting
 Partys breach of contract in accordance with the provisions of this
 Agreement and the laws and regulations of PRC. In the event the Parties
 commit the breach of contract, one Party shall assume the liability to
 compensate the loss or damage or other obligations for the other Parties
 respectively.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|18.2 | The Parties hereby confirm that in the event that the transfer of the
 Sale Equity Stake has not been legally completed due to Transferees reasons,
 the deposit in the amount of RMB20,000,000 paid by the Transferee shall not
 be refunded; in the event that the transfer of the Sale Equity Stake has not
 been legally completed due to Transferors reasons, the Transferors shall
 refund the                                                                                                                                    

28

---



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | double deposit paid by the Transferee to the bank account designated by the
 Transferee within five (5) Working Days from the date when such reason
 occurs; in the event that the transfer of the Sale Equity Stake has not been
 legally completed due to reasons of the Examination and Approval Authority or
 administration for industry and commerce, the Transferors shall refund the
 deposit in the amount of RMB20,000,000 paid by the Transferee and interest
 accrued thereon to the bank account designated by the Transferee within five
 (5) Working Days from the date when such reason occurs.                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|18.3 | In the event that the undisclosed issues by Transferors prior to the
 signing of this Agreement which may influence the legal existence of the
 Target Company, actually influence the legal existence of the Target Company
 after the transfer of equity stake hereunder, the Transferee is entitled to
 apply to the Examination and Approval Authority for the termination of this
 Agreement and to require the Transferors to pay three per cent (3%) of the
 Transfer Price as liquidated damages; in addition, the Transferee is entitled
 to resort to other claims in accordance with the PRC laws and this Agreement.                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|18.4 | Except for Transferees reasons, in the event that the delivery is
 not fully completed within the time limit as prescribed in Chapter VI due to
 Transferors reasons and the Transferors still fail to perform or refuse to
 perform within ten (10) days after the Transferee urges them in writing, then
 the Transferors shall pay RMB20,000,000 to the Transferee as liquidated damages
 within three (3) days after the expiration of the urgency period.                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | In the event that the Transferee fails to pay the Transfer Price on
 time in accordance with Article 4.1 hereof, the Transferee shall pay 0.03% of
 the unpaid Transfer Price per day as defaulted fines; in case the default
 period is longer than 30 days, then from the 31st day, the Transferee shall
 pay 0.05% of the unpaid Transfer Price per day as defaulted fines. In the
 event that the Transferee delays to pay the Transfer Price for more than six
 (6) months and/or fails to pay off the shareholders loans within one (1)
 year from the Completion Date of Delivery in accordance with Article 13.2
 hereof, such delay shall be deemed as material breach and the Transferee
 shall pay RMB20,000,000 to the Transferors as liquidated damages.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|18.5 | Any violation of the obligations, representations and warranties
 under this Agreement by any Party of the Transferors and Transferee shall
 constitute a                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

29

---



|     |                                                                                                                                                                                                                             
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 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.                                                              
|     |                                                                                                                                                                                                                             
|18.6 | 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 this Agreement committed by any of Transferors.

Chapter XI Force Majeure

Article 19     Force Majeure

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|19.1 | Force Majeure refers to earthquake, typhoon,
 flood, fire, war, political unrest and such special incidents or events that
 are deemed to be Force Majeure
 occurrences under the provisions of the relevant laws and regulations of PRC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|19.2 | In the event of the occurrence of a Force
 Majeure event, the obligations of the Party to this Agreement
 affected by thisForce Majeureevent
 shall cease during the period of the Force
 Majeure event and any term or period set out in this Agreement to
 which the affected party is subject shall automatically be extended by a
 period equal to the term or period of the Force
 Majeure event, 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 be liable for any losses and damages or any other liabilities
 arising out of a breach of contract as provided for in this Agreement for the
 duration of the Force Majeure.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|19.3 | 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 issued by the notary organization of the occurrence and
 the continuity of the Force Majeure
 event. It shall also do its best to eliminate the adverse effect of the Force Majeure event.                                                                                                                                                                                                                                                                                                                                                      

Chapter XII Resolution of Disputes

Article 20     Arbitration

|     |                                                                                                                                                                 
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|20.1 | Any dispute arising out of or in connection with this Agreement
 between the Parties to this Agreement shall firstly be resolved through
 friendly consultation.

30

---



|     |                                                                                                                                                                                                                                                                                                                                                                                         
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 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 China International Economic
 and Trade Arbitration Commission for arbitration in accordance with its
 prevailing valid arbitration rules. The place for arbitration shall be in
 Shanghai.
|     |                                                                                                                                                                                                                                                                                                                                                                                         
|20.2 | The arbitration tribunal shall consist of three (3) arbitrators and
 the arbitrators shall be proficient in Chinese Language.                                                                                                                                                                                                                                                           

Article 21     Validity of the Arbitration Award

The arbitration award shall be final and
shall be binding on the Parties to this Agreement. The Parties to this
Agreement agree to be bound by the said award, and to act according to the
terms of the said award.

Article 22     Continuation of Rights and Obligations

After a dispute has arisen and during its
arbitration process, other than the disputed matter, the Parties to this
Agreement shall continue to exercise their other respective rights stipulated
in this Agreement, and shall also continue to fulfil their other respective
obligations stipulated in this Agreement.

Chapter XIII Applicable Law

Article
23     Applicable Law

The laws and regulations of the PRC shall
govern and be binding on the establishment, validity, interpretation and execution
of this Agreement. All disputes arising out of or in connection with this
Agreement 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
Agreement, reference shall be made to general international business practice.

Chapter XIV Miscellaneous

Article
24     Waiver

The non-exercise or delay in the exercise of
an entitlement stipulated in this Agreement by any Party to this Agreement
shall not be regarded as a waiver of the said

31

---



entitlement. Any single exercise or partial
exercise of an entitlement shall not rule out any future re-exercise of the
said entitlement.

Article 25     Transfer

Unless otherwise described and prescribed in
this Agreement, 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 Agreement shall transfer or assign that
Partys entitlement or obligations as stipulated in this Agreement.

Article 26     Amendment

|     |                                                                                                                                                                                                          
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|26.1 | This Agreement has been executed for the benefit of the Parties to
 this Agreement and their respective lawful successor(s) and assignees, and
 shall have legal binding effect on them.                 
|     |                                                                                                                                                                                                          
|26.2 | This Agreement may not be amended verbally. Only both of the written
 document signed by the Parties indicating their consent to such amendment,
 shall any amendment to this Agreement become effective.

Article 27     Severability

The invalidity of any term in this Agreement
shall not affect the validity of the other terms in this Agreement.

Article 28     Language

This Agreement is written in both the Chinese
Language and the English Language. In case of any inconsistency between the
Chinese Language and the English Language, the Chinese Language shall prevail.

Article
29     Validity of the Text and Appendices

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|29.1 | This Agreement shall become effective on the approval date by the
 Examination and Approval Authority. The Chinese text of this Agreement shall
 be signed in six (7) 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
 Examination and Approval Authority, the governing authority of industry and
 commerce and other governmental authorities as required. The remaining
 originals shall be filed and kept by the Jinling Company.

32

---



|     |                                                                                                                                                                                                                                                                                                                                                     
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|29.2 | The English text of this Agreement shall be signed in six (6) sets of
 original and one (1) set of original each shall be sent to the Examination
 and Approval Authority the governing authority of industry and commerce and
 other governmental authorities as required. The remaining originals shall be
 filed and kept by the Jinling Company.
|     |                                                                                                                                                                                                                                                                                                                                                     
|29.3 | The Parties may enter into separate agreements regarding any matters
 not covered in this Agreement. Such agreements shall be integral part of this
 Agreement and shall have the same legal effect as this Agreement after being
 approved by the Examination and Approval Authority.                                                              

Article
30     Notification

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |              
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------
|30.1 | Unless otherwise specified and prescribed, any Party issuing any
 notification or written communication to the other Party (ies) according to
 the provisions of this Agreement shall have them written in the Chinese
 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 Agreement 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.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|30.2 | 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      

33

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| |                                                                                                                              |              
| | ---------------------------------------------------------------------------------------------------------------------------- | -------------
| | The Address
 jointly designated by Transferors:3rd Floor, Mindian Plaza, No. 53, Bin Jiang South
 Road, Nanping City, Fujian
| | Telephone
 Number:                                                                                                           | 0599-8843348 
| | Facsimile
 Number:                                                                                                           | 0599-8843348 
| | Addressee:                                                                                                                   | Shi Chengjian

Article 31     The
Entire Agreement

This Agreement constitutes the entire
agreement of the Parties to this Agreement pertaining to the transaction agreed
upon in this Agreement, and shall replace all the previous discussions,
negotiations and agreements among the Parties to this Agreement in respect of
the transaction of this Agreement.

|                                             
|---------------------------------------------
|(REMAINDER OF PAGE INTENTIONALLY LEFT
 BLANK)
|                                             

34

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IN WITNESS WHEREOF, the duly authorised
representatives of Party A, Party B, Party C and Party D have signed this
Agreement on the date first above written.

|         |                                                   
|-------- | --------------------------------------------------
|Party A: | Fujian
 Huabang Hydroelectric Investment Co., Ltd.
|         |                                                   
|         | (Stamp)                                           

Authorized Representative (Signature): ______________

|         |                                           
|-------- | ------------------------------------------
|Party B: | Fujian
 Taiyu Investment (Group) Co., Ltd.
|         |                                           
|         | (Stamp)                                   

Authorized Representative (Signature): __________________

|         |                                                
|-------- | -----------------------------------------------
|Party C: | Shaowu
 City Fengyi Power Development Co., Ltd.
|         |                                                
|         | (Stamp)                                        

Authorized Representative (Signature): __________________

|         |                                                    
|-------- | ---------------------------------------------------
|Party D: | Jianyang
 City Xinguang Power Development Co., Ltd.
|         |                                                    
|         | (Stamp)                                            

Authorized Representative (Signature): __________________

35

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