|
|
|

Exhibit
4.95

|                                                                                                                        |             
|----------------------------------------------------------------------------------------------------------------------- | ------------
|(This Agreement is prepared with
 reference to the Model Form issued by the State Electricity Regulatory
 Commission) | No. 2009-001

Grid Connection and Dispatching Agreement

FOR

Zhougongyuan Cascade I

Hydropower Station

Executed in 2009

1

---



|
|
|

CONTENTS

|                   |  |                                                                  |  |   
|------------------ |  | ---------------------------------------------------------------- |  | --
|CHAPTER I          |  | DEFINITIONS AND INTERPRETATIONS                                  |  | 4 
|CHAPTER II         |  | REPRESENTATIONS BY THE PARTIES                                   |  | 9 
|CHAPTER III        |  | OBLIGATIONS OF THE PARTIES                                       |  | 10
|CHAPTER IV         |  | CONDITIONS FOR GRID CONNECTION                                   |  | 13
|CHAPTER V          |  | APPLICATION AND ACCEPTANCE FOR
 GRID CONNECTION                  |  | 15
|CHAPTER VI         |  | GRID CONNECTION AND DISPATCHING
 DURING THE COMMISSIONING PERIOD |  | 19
|CHAPTER VII        |  | OPERATION UNDER DISPATCHING                                      |  | 21
|CHAPTER VIII       |  | POWER GENERATION SCHEDULE                                        |  | 23
|CHAPTER IX         |  | EQUIPMENT OVERHAUL AND MAINTENANCE                               |  | 25
|CHAPTER X          |  | RELAY PROTECTION AND AUTOMATIC
 SAFETY DEVICES                   |  | 28
|CHAPTER XI         |  | DISPATCHING AUTOMATION                                           |  | 31
|CHAPTER XII        |  | DISPATCHING COMMUNICATION                                        |  | 34
|CHAPTER XIII       |  | ACCIDENT DISPOSAL AND
 INVESTIGATION                             |  | 36
|CHAPTER XIV        |  | FORCE MAJEURE                                                    |  | 38
|CHAPTER XV         |  | LIABILITIES FOR BREACH OF CONTRACT                               |  | 40
|CHAPTER XVI        |  | EFFECTIVENESS AND VALID TERM                                     |  | 44
|CHAPTER XVII       |  | ALTERATION, ASSIGNMENT AND
 TERMINATION OF THIS AGREEMENT        |  | 45
|CHAPTER XVIII      |  | DISPUTE RESOLUTION                                               |  | 46
|CHAPTER XIX        |  | APPLICABLE LAW                                                   |  | 46
|CHAPTER XX         |  | MISCELLANEOUS                                                    |  | 46
|SPECIAL PROVISIONS |  | 51                                                              
|APPENDIX I:        |  | DIAGRAM FOR GRID CONNECTION POINTS                               |  | 54
|APPENDIX II:       |  | TECHNICAL PARAMETERS FOR THE POWER
 PLANT                        |  | 54
|APPENDIX III:      |  | DIVISION OF DISPATCHING RANGE OF
 POWER PLANT EQUIPMENTS         |  | 56

2

---



|
|
|

(Agreement Number:
2009-001)

Grid Connection and Dispatching Agreement

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

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

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

WHEREAS:

|    |                                                                                                                                                                                                                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Party A is currently operating and
 managing a power grid which is suitable for the operation of power plants,
 and agrees that the Power Plant of Party B could be connected to the power
 grid pursuant to the provisions of this Agreement;                     
|    |                                                                                                                                                                                                                                                                    
|(2) | Party B is owning/constructing,
 managing and operating/will manage and operate a Hydropower Generation Plant
 (hereinafter referred to as the Power Plant) with a total installed
 capacity of 25 MW and the installed capacity for Cascade I Hydropower Station

3

---



|
|
|

| |                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | of 2×12.5 MW in Zhougongyuan
 Cascade I Hydropower Station, and agrees to connect the Power Plant to the
 power grid of Party A pursuant to the provisions of this Agreement.

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

CHAPTER I DEFINITIONS
AND INTERPRETATIONS

|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1   | Unless otherwise required by the
 context, the following terms used in this Agreement shall have the meanings
 set forth as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|1.1.1 | Power Dispatching Agency
 refers to Lishui Electric Power Dispatch & Communication Center, an
 agency in charge of organizing, commanding, instructing and coordinating the
 operation of the electric power system pursuant to applicable laws, which is
 subordinate to Party A.                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|1.1.2 | Power Plant refers to the
 power generation facilities with all auxiliary facilities stretching to the property
 demarcation point of the Hydropower Generation Plant with the total installed
 capacity of 25 MW, and the installed capacity for Cascade I Hydropower
 Station of 2×12.5 MW (there are two (2) units, respectively with the capacity
 of 12.5 MW for No. 1 unit and 12.5 MW for No. 2 unit, the detailed technical
 parameters please refer to Appendix II) [5], which is owned/constructed,
 managed and operated/ will be managed and operated by Party B and located in
 Huangshayao Township, Suichang County.

4

---



|
|
|

|       |                                                                                                                                                                                                                    
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1.3  | Connection Points refer to
 the interconnection points between the Power Plant and the power grid (please
 refer to Appendix I).                                                                                 
|       |                                                                                                                                                                                                                    
|1.1.4  | Initial Connection Date
 refers to the first day on which the Power Plant (units) is (are) connected
 to the power grid.                                                                                         
|       |                                                                                                                                                                                                                    
|1.1.5  | Connection Application
 refers to the written application document submitted by Party B to Party A
 requesting for connecting its Power Plant (units) to the power grid.                                         
|       |                                                                                                                                                                                                                    
|1.1.6  | Connection Method refers
 to the connection way of connecting the primary system of the Power Plant
 (units) to the power grid.                                                                                  
|       |                                                                                                                                                                                                                    
|1.1.7  | AGC refers to Automatic
 Generation Control.                                                                                                                                                                     
|       |                                                                                                                                                                                                                    
|1.1.8  | AVC refers to Automatic
 Voltage Control.                                                                                                                                                                        
|       |                                                                                                                                                                                                                    
|1.1.9  | RTU refers to Remote
 Terminal Unit.                                                                                                                                                                             
|       |                                                                                                                                                                                                                    
|1.1.10 | Disconnection specially
 refers to under this Agreement the interruption of electric connection
 between the power grid and the power generation equipments which are
 connected to the power grid for operating.
|       |                                                                                                                                                                                                                    
|1.1.11 | Special Operation Mode
 refers to the operation arrangement of taking unusual connection mode for the
 Power Plant or the power grid due to certain needs.                                                       

5

---



|
|
|

|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1.12 | Unit Available Capacity
 refers to the output of the units modified at any time due to the
 restrictions of equipment conditions [6].                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.1.13 | Planned Outage refers to
 the status of the units of Power Plant during the planned overhaul and
 reserve periods, including the general overhaul, the maintenance, the general
 service system planned overhaul, and the holiday repairing, the elimination of
 defects during off-break period and the shutdown reserve required by the
 Power Dispatching Agency, etc.                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.1.14 | Unplanned Outage refers to
 the unavailable status of the units of the Power Plant other than Planned
 Outage. Based on the urgency of the needs of outage, the Unplanned Outage can
 be classified into five categories: (1) immediate outage; (2) the outage
 which could be delayed for a short while but the units must exit within six
 hours; (3) the outage which could be postponed over six hours but the units
 must exit within seventy-two hours; (4) the outage which could be deferred
 over seventy-two hours but the units must exit before the next Planned
 Outage; and (5) the prolonged outage which is beyond the period of the
 Planned Outage.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.1.15 | Forced Outage refers to
 the Categories 1, 2 and 3 of Unplanned Outage set forth in Clause 1.1.14.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.1.16 | Equivalent Unit Derated Hours
 refers to the outage hours which are converted from derated hours and
 calculated by the maximum capacity on the nameplate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.1.17 | Equivalent Unplanned Outage Hours
 refers to the sum of Unplanned Outage hours and unplanned Equivalent Unit
 Derated Hours.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.1.18 | Annual Allowable Planned Outage Hours
 refers to the annual allowable hours for Planned Outage [8] within any given
 year for the units classified by the same type on the same grid [7] which
 have been determined by both Parties according to the                                                                                                                                                                                                                                                                                                                                                                                                                

6

---



|
|
|

|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       | recommendations of equipment manufacturers and the
 operating conditions of the Power Plants generation units after being
 connected to the power grid. The Annual Allowable Planned Outage Hours for
 the units can be classified into the Annual Allowable Planned Outage Hours
 for general overhaul years and the Annual Allowable Planned Outage Hours for
 the years without general overhaul.                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|1.1.19 | Annual Allowable Equivalent Unplanned
 Outage Hours refers to the annual allowable hours for equivalent
 Unplanned Outage [9] within any given year for the units classified by the
 same type on the same grid which have been determined by both Parties
 according to the recommendations of equipment manufacturers and the operating
 conditions of the Power Plants generation units after being connected to the
 power grid. In this Agreement, it only refers to the Unplanned Outage caused
 by Party Bs Reason. The Annual Allowable Equivalent Unplanned Outage Hours
 for the units can be classified into the Annual Allowable Equivalent
 Unplanned Outage Hours for general overhaul years and the Annual Allowable
 Equivalent Unplanned Outage Hours for the years without general overhaul.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|1.1.20 | Daily Power Generation Dispatching
 Plan Curve refers to the curve worked out by the Power
 Dispatching Agency on a daily basis to determine the power generation output
 of the Power Plant for each period of time of the next day.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|1.1.21 | Emergencies refer to the major accidents
 occurred to the power generation or power supply facilities within the
 electric power system, including the grid frequency or electric voltage
 exceeds the prescribed limit, the loading of the transmission and
 transformation facilities is over the regulated value, the power of trunk
 circuit exceeds the specified stability limitation and other operating
 conditions which threaten the grid operation safety, may destroy the grid
 stability and eventually lead to the grid collapse or even vast area power
 cut.                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|1.1.22 | Dispatching Code for Electric Power
 System [10] refers to the code formulated in accordance with the Administration
 Regulations on the Dispatching of Power Grids,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

7

---



|
|
|

|       |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       | the national standards and the
 electric power industry standards, which regulates the dispatching and
 operation of the electric power system within local area.                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.1.23 | Party As Reason refers to
 the requirements of Party A or liabilities attributed to Party A, including
 the liabilities which should be born by Party A for the enlargement of
 accident range due to Party As failure to perform relevant national
 regulations and standards, etc.                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.1.24 | Party Bs Reason refers to
 the requirements of Party B or liabilities attributed to Party B, including
 the liabilities which should be born by Party B for the enlargement of
 accident range due to Party Bs failure to perform relevant national
 regulations and standards, etc.                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.1.25 | Power Purchase and Sale Contract
 refers to the contract entered into by and between Party A and Party B
 regarding the purchase and sale of the electricity output generated by the
 Power Plant and other relevant commercial issues.                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.1.26 | Force Majeure refers to the objective
 events which are unforeseen, unavoidable and insurmountable, including
 volcano eruptions, tornados, tsunamis, snowstorms, mudslide, landslide,
 flood, fire, water inflows failing to meet the designed standards,
 earthquakes, typhoons, thunder and lightening and fog flash, etc.
 which exceed the designed standards, and nuclear radiation, wars, plagues and
 riots, etc.
 [11]
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.2    | Interpretations                                                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.2.1  | All headings hereof are only for
 the convenience of reading and shall not affect the interpretations of this
 Agreement in any way.                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.2.2  | The Appendices hereto shall have
 the same legal effect as this Agreement.                                                                                                                                                                                                                                                                                                                                                       

8

---



|
|
|

|                                                      |                                                                                                                                                                                                                                                           
|----------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.2.3                                                 | Unless otherwise agreed by the
 Parties, this Agreement shall have binding force on the lawful successors or
 assignees of any Party.                                                                                                                     
|                                                      |                                                                                                                                                                                                                                                           
|1.2.4                                                 | Unless otherwise required by the
 context, the year, month and day mentioned in this Agreement shall be the
 year, month and day in Gregorian calendar.                                                                                                   
|                                                      |                                                                                                                                                                                                                                                           
|1.2.5                                                 | The words Include, Includes or
 Including herein shall mean including without limitation.                                                                                                                                                         
|                                                      |                                                                                                                                                                                                                                                           
|1.2.6                                                 | All numbers and terms mentioned in
 this Agreement shall include the given number.                                                                                                                                                                        
|                                                      |                                                                                                                                                                                                                                                           
|CHAPTER II REPRESENTATIONS
 BY THE PARTIES           
|                                                      |                                                                                                                                                                                                                                                           
|Any Party hereby represents to the
 other Party that:
|                                                      |                                                                                                                                                                                                                                                           
|2.1                                                   | It is an
 enterprise that has been duly established and validly and legally in
 existence in accordance with law, and has the full right to enter into and
 the ability to perform this Agreement.                                                        
|                                                      |                                                                                                                                                                                                                                                           
|2.2                                                   | All
 procedures required for entering into and performing this Agreement
 (including procuring requisite governmental approvals, business license and
 power business permit, etc.) have been accomplished and are
 legal and valid.                      
|                                                      |                                                                                                                                                                                                                                                           
|2.3                                                   | When
 entering into this Agreement, no judgments, verdicts, awards or specific
 administrative acts have been carried out by any courts, arbitration
 institutes, administrative organs or other regulatory bodies that will have
 material adverse effect

9

---



|
|
|

|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                        | on its
 performance of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2.4                                     | All
 internal authorization procedures required for executing this Agreement have
 been accomplished and this Agreement is signed by its legal representative or
 authorized proxy. This Agreement shall have binding force on both Parties to
 this Agreement after it comes into effect.                                                                                                                                                                                                                       
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|CHAPTER III OBLIGATIONS OF
 THE PARTIES
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.1                                     | The
 obligations of Party A shall include the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.1.1                                   | Abiding by the national laws and
 regulations, the national standards and electric power industry standards,
 for the purpose of maintaining the safety, high quality and economic
 operation of the electric power system, and according to the Power Plants
 technical characteristics and codes and specifications of the electric power
 system, to carry out unified dispatching of Power Plant (the dispatching range
 please refer to Appendix III) on the principle of publicity, fairness and
 justice.
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.1.2                                   | Responsible for the operation
 management, overhaul and maintenance and technological transformation for
 relevant equipments and facilities of the power grid, to meet the needs of
 normal operations of the Power Plant.                                                                                                                                                                                                                                                                                      
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.1.3                                   | Based on the anticipated objective
 of electricity generation output released by relevant authorities, according
 to the regulations of the Power Purchase and Sale Contract, and considering
 the actual operating conditions of the power grid, to timely work out and
 deliver to Party B the monthly power generation plan, the Daily Power
 Generation Dispatching Plan Curve and the reactive output curve (or voltage
 curve) on schedule.                                                                

10

---



|
|
|

|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1.4 | To reasonably arrange the overhaul
 for the facilities of the Power Plant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.1.5 | To support and cooperate with
 Party B to carry out technological transformations or parameter adjustments
 of relevant facilities; to instruct and coordinate the dispatching and operation
 management of Party B related to the power grid; to provide Party B with
 instruction and coordination and requisite technical support for relevant
 professions and operations in connection with the grid operation safety, such
 as electric facilities, relay protection and automatic safety devices,
 excitation system (including PSS), AGC and speed governor system, electric
 power metering system, electric power dispatching communication and
 dispatching automation, etc.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.1.6 | According to relevant regulations,
 to inform Party B of the information related to Party B concerning the major
 defects of facilities of the power grid and the power transmission ability
 relating to the Power Plant in a timely fashion, and to regularly disclose to
 Party B with the electric power dispatching information related to Party B.                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.1.7 | In accordance with the operation
 requirements of the electric power system and the characteristics of the
 facilities of Party B, to modify relevant codes and specifications pursuant
 to procedures in a timely fashion.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.1.8 | To take measures to prevent the
 accidents which could affect the safety operation of the electric power
 system; to regularly carry out special and professional safety inspections
 concerning the grid safety, and formulate counter measures against accidents
 subject to the needs. Subject to the authorization by the power regulatory
 agency, the Power Dispatching Agency shall formulate a plan for the
 grid-plant joint anti-accident exercise and be responsible for implementing
 such plan.                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.1.9 | To assist Party B in respect of
 investigations on accidents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.2   | The obligations of Party B shall
 include the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

11

---



|
|
|

|      |                                                                                                                                                                                                                                                                                                                                                               
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2.1 | Abiding by the national laws and
 regulations, the national standards and electric power industry standards, to
 comply with the unified dispatching by the Power Dispatching Agency, and
 reasonably organize the operation of the Power Plant for the purpose of
 maintaining the safety, high quality and economic operation of the electric
 power system.
|      |                                                                                                                                                                                                                                                                                                                                                               
|3.2.2 | To organize the real time
 operation of the Power Plant according to the dispatching instructions of the
 Power Dispatching Agency, and participate in the peak regulation, frequency
 modulation, voltage regulation and backup of the electric power system.                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                               
|3.2.3 | According to the requirements of
 the Power Dispatching Agency, to provide proposals concerning the equipment
 overhaul plans for the Power Plant and to implement the approved overhaul
 plans and organize the overhaul and maintenance of facilities.                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                               
|3.2.4 | To accept the professional
 instructions and coordination provided by Party A pursuant to Clause 3.1.5;
 and to assign relevant technical and overhaul management staff to assist
 Party A.                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                               
|3.2.5 | To carry out technological
 transformations or parameter adjustments for the facilities according to the
 needs in a timely fashion, and file such transformations or adjustments with
 Party A (in case of involving grid safety, the consent from Party A must be
 procured).                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                               
|3.2.6 | According to relevant regulations,
 to provide to Party A with the operating conditions for the facilities of the
 Power Plant and the production information, including fuel and water
 resources, etcin a timely, accurate, objective and complete fashion.                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                               
|3.2.7 | To formulate field operation codes
 consistent with the electric power system codes                                                                                                                                                                                                                                                                           

12

---



|
|
|

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

13

---



|
|
|

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | organizations authorized by the
 State, shall pass the acceptance according to the infrastructure construction
 procedures of the State, and comply with relevant provisions of Chapter X
 hereof.                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4.3 | The dispatching automation
 facilities of the Power Plant [13] shall conform to the national and electric
 power industry standards and other relevant regulations, shall be installed
 and commissioned according to the design requirements approved by the
 organizations authorized by the State, shall pass the acceptance according to
 the infrastructure construction procedures of the State, and comply with
 relevant provisions of Chapter XI hereof.     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4.4 | The power dispatching
 communication facilities of the Power Plant shall conform to the national and
 electric power industry standards and other relevant regulations, shall be
 installed and commissioned according to the design requirements approved by
 the organizations authorized by the State, shall pass the acceptance
 according to the infrastructure construction procedures of the State, and
 comply with relevant provisions of Chapter XII hereof.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4.5 | The energy metering devices of the
 Power Plant shall be configured according to the Technical
 Administration Code of Electric Power Metering Devices (DL /
 T448-2000), and pass the testing and acceptance jointly organized by
 both Parties [14].                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4.6 | According to the requirements of
 the Regulations
 on Safe Protection of Computer Monitoring and Control Systems and Dispatching
 Data Networks of Power Grids and Power Plants (No.30 Decree issued
 by the former State Economic and Trade Commission) and relevant regulations,
 the secondary system of the Power Plant shall be protected by safety
 precautionary measures, and approved by the Power Dispatching Agency to be
 qualified for operation.        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4.7 | All operation and maintenance codes
 for the Power Plant have been formulated and relevant management regulations
 are complete, and those related to the grid safety                                                                                                                                                                                                                                                                                                 

14

---



|
|
|

|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                          | shall be consistent with the
 safety management regulations of the power grid to which the Power Plant is
 connected.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.8                                                       | The Power Plants on-duty
 operators which are authorized to take dispatching instructions shall receive
 strict training pursuant to the provisions of the Administration Regulations on the
 Dispatching of Power Gridsand other relevant regulations, and
 procure relevant qualification certificates before being assigned to the
 posts.                                                                                                                                                                                                                                                                                       
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.9                                                       | The primary and secondary
 equipments of Party A to be operated in correspondence with the operation of
 Party B shall conform to the national and electric power industry standards
 and other relevant regulations, shall be installed and commissioned according
 to the design requirements approved by the organizations authorized by the
 State, and pass the acceptance according to the infrastructure construction
 procedures of the State, with relevant parameters reasonably compatible, the
 settings of such equipments being set as required and the systems readily
 available for the Power Plant to be connected.
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.10                                                      | Both Parties have worked out
 relevant accident counter measures against possible Emergencies after the
 grid connection of the Power Plant, and such measures shall be filed with the
 Power Dispatching Agency.                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|CHAPTER V APPLICATION AND
 ACCEPTANCE FOR GRID CONNECTION
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5.1                                                       | Party B shall apply to Party A for
 the grid connection of its Power Plant, and shall be connected in a method as
 required upon the acceptance of Party A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5.2                                                       | Application for Grid Connection                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

15

---



|
|
|

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

16

---



|
|
|

|      |                                                                                                                                                                                                                                                                                                                             
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | grid.                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                             
|5.4.2 | Party A shall provide to Party B
 with the list of contact persons (including the staff authorized to issue
 dispatching instructions, staff in charge of operation modes, relay
 protection staff, automation staff and communication staff) and the details
 of contact.                                                  
|      |                                                                                                                                                                                                                                                                                                                             
|5.4.3 | Party B shall, within fifteen (15)
 days after the receipt of the confirmation notice, submit the commissioning
 items and plans for grid connection to Party A according to its requirements,
 and negotiate with the Power Dispatching Agency to determine the specific
 timing and procedures for the initial connection.
|      |                                                                                                                                                                                                                                                                                                                             
|5.4.4 | Party A shall make a written
 confirmation on the commissioning items and plans for grid connection of the
 units submitted by Party B seven (7) days prior to the Initial Connection
 Date of the Power Plant.                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                             
|5.5   | When submitting the Connection
 Application, Party B shall provide to Party A with accurate materials in
 Chinese [15] (the parameters to be actually measured during the startup
 process of the grid connection may be submitted within twenty (20) days after
 the grid connection of the units), including:             

| |     |                                                                                                                                                                                                                                                                                                                                                                                     
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | The technical specifications,
 technical parameters and measured parameters (including the zero sequence
 impedance parameters for the main transformers) for the main equipments such
 as power generators (including speed governors and excitation system) and
 main transformers which are required for calculating the tidal current,
 stability and relay protection settings.
| |     |                                                                                                                                                                                                                                                                                                                                                                                     
| | (2) | The drawings (including the
 drawings for a complete set of protections for generators and transformers)
 and instruction manuals of the relay protection and automatic safety devices
 which are related to the grid operation; and the installation and
 commissioning reports for the relay protection and automatic                                                             

17

---



|
|
|

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | safety devices within the range of
 power dispatching.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (3) | Documents such as the technical
 instructions, technical parameters and equipment acceptance reports for the
 dispatching automatic equipments of the Power Plant which are related to
 Party A, the telecontrol information form for the Power Plant (including the
 no-load voltage ratio and telemetering full scale values of current
 transformers and voltage transformers), the completion acceptance report of
 the energy metering system of the Power Plant, and relevant plans and
 technical documents in respect of the safety protection for the computer
 system of the Power Plant.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (4) | Documents such as drawings,
 equipment technical specifications and equipment acceptance reports for the
 communication projects which are interconnected with or related to the
 communication network of Party A.                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (5) | The technical instructions and
 drawings for the unit excitation system and PSS devices (design and measured
 parameters), underexcitation limitation, loss of excitation, loss of step
 protection and dynamic monitoring systems.                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (6) | The technical specifications, technical
 parameters and measured parameters of other main equipments related to the
 grid operation.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (7) | Field operation codes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (8) | Primary electric wiring diagrams.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (9) | The startup and shutdown curves
 and the load increasing and decreasing rate of the units, relevant parameters
 and materials concerning AGC, AVC and inherent frequency modulation of the
 units.                                                                                                                                                                                                                                                                                                                                                                                                 

18

---



|
|
|

| |      |                                                                                                                                                                                         
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (10) | Measures to ensure the electric
 power utility of the Power Plant.                                                                                                                      
| |      |                                                                                                                                                                                         
| | (11) | The units commissioning plans, and
 startup commissioning schemes for the step-up substation and the units.                                                                             
| |      |                                                                                                                                                                                         
| | (12) | Name list of the on-duty operators
 of the Power Plant who are authorized to take dispatching instructions and
 the photocopies of their qualification certificates and contact details.
| |      |                                                                                                                                                                                         
| | (13) | Name list and contact details for
 the professional staff in the fields of operation mode, relay protection,
 automation and communication.                                             
| |      |                                                                                                                                                                                         
| | (14) | Relevant hydrological materials of
 the hydropower station.                                                                                                                             

|                                                                            |                                                                                                                                                                                                                                                                                                                                                      
|--------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|CHAPTER VI GRID CONNECTION
 AND DISPATCHING DURING THE COMMISSIONING PERIOD
|                                                                            |                                                                                                                                                                                                                                                                                                                                                      
|6.1                                                                         | In accordance with the
 commissioning items and plans confirmed by Party A, Party B may carry out the
 commissioning for the grid-connected operation of the Power Plant.                                                                                                                                                                            
|                                                                            |                                                                                                                                                                                                                                                                                                                                                      
|6.1.1                                                                       | The commissioning units of the
 Power Plant shall be regarded as the operating equipments connected to the
 grid, which shall be incorporated into the unified operation and management
 of the electric power system, abiding by the operational codes and
 specifications of the electric power system and complying with the unified
 dispatching.

19

---



|
|
|

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

20

---



---

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

21

---



---

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

22

---



---

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

23

---



---

| |     |                                                                                                                                                                                                                                                                                                                                  
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | Party B shall submit the power generation schedule proposal for the
 subsequent year to Party A thirty (30) days before the Initial Connection
 Date and before November 15 of each following year.                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                  
| | (2) | Party B shall submit the power generation schedule proposal for the
 subsequent month to Party A before the 20th day of each month.                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                  
| | (3) | Party B shall submit the power generation schedule proposal for the
 holiday or the Special Operation Mode period to Party A ten (10) days before
 the statutory national holidays (including the New Years Day, the Spring
 Festival, the Labors Day and the National Day, etc.) or the occurrence of
 Special Operation Mode.

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|8.2 | According to the Power Purchase and Sale Contract, and considering
 the power generation schedule proposals submitted by Party B [19], Party A
 shall notify Party B of the annual month-specific power generation schedule
 for the subsequent year before December 25 of each year.                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|8.3 | According to the annual month-specific power generation schedule
 formulated pursuant to Clause 8.2 hereof, and considering the progress of
 power generation output fulfilled by the Power Plant and the recent load
 conditions of the power grid, Party A shall notify Party B of the power
 generation schedules for the subsequent month, the holiday or the Special
 Operation Mode before the end of each month or five (5) days before the
 statutory national holiday or the occurrence of Special Operation Mode.                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|8.4 | According to the monthly power generation schedule formulated
 pursuant to Clause 8.3 hereof, the actual conditions of the power grid and
 the data provided by the Power Plant (the Power Plant must report to the
 Power Dispatching Agency before 9:00 every day the maximum available capacity
 or the variation of available capacity of the power generation units, and the
 defects and malfunctions that affect the capability of its power generation
 equipments and the operating conditions of the AGC of the units), the Power
 Dispatching Agency shall prepare the Daily Power

24

---



---

|                                              |                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                             
|--------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                              | Generation Dispatching Plan Curve of the Power Plant for the next
 day, and release such curve to the Power Plant before 17:00 every day.                                                                                                                                                                                                                            
|                                              |                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                             
|8.5                                           | The Power Plant shall strictly implement the Daily Power Generation
 Dispatching Plan Curve (including the curve temporarily modified by the
 on-duty dispatchers) and the dispatching instructions released by the Power
 Dispatching Agency, timely adjust the active output of the units and arrange
 the generation and operation of the Power Plant accordingly.
|                                              |                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                             
|CHAPTER IX EQUIPMENT OVERHAUL AND MAINTENANCE
|                                              |                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                             
|9.1                                           | The overhaul and maintenance for the grid-connected facilities of the
 Power Plant shall be carried out on schedule.                                                                                                                                                                                                                                                 
|                                              |                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                             
|9.1.1                                         | Party B shall, while submitting the power generation schedule
 proposals for the year, the month, the holidays and the Special Operation
 Mode to Party A as provided herein, submit the equipment overhaul and
 maintenance schedule proposals for the year, the month, the holidays and the
 Special Operation Mode to the Power Dispatching Agency.               
|                                              |                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                             
|9.1.2                                         | Through consultations of the both Parties, the Power Dispatching
 Agency shall incorporate the equipment overhaul and maintenance schedules of
 the Power Plant into the overhaul and maintenance schedule of the electric
 power system for the year, the month, the holidays and the Special Operation
 Mode                                                       
|                                              |                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                             
|                                              | (1)                                                                                                                                                                                                                                                                                                                                                                   | Before December 25 of each year, the approved equipment overhaul and
 maintenance schedule of the Power Plant for the subsequent year shall be
 notified to the Power Plant.
|                                              |                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                             
|                                              | (2)                                                                                                                                                                                                                                                                                                                                                                   | Before the end of each month, the approved equipment overhaul and
 maintenance schedule of the Power Plant for the subsequent month shall be                                

25

---



---

|      |                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                              
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                             | notified to the Power Plant.                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                              
|      | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                         | Three (3) days prior to a statutory national holiday or three (3)
 days prior to the occurrence of Special Operation Mode, the equipment
 overhaul and maintenance schedule for such holiday or Special Operation Mode
 shall be notified to the Power Plant.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                              
|9.2   | In the event that the Power Plant needs to eliminate the defects
 during load valley period (from 22:00 to 7:00 of the subsequent day), an
 application shall be made to the Power Dispatching Agency before 9:00 of the
 current day. The Power Dispatching Agency shall arrange such eliminations as
 far as possible according to the grid conditions, and modify the Daily Power
 Generation Dispatching Plan Curve in a timely manner.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                              
|9.3   | Overhaul Application and Approval                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                              
|      | Before the start of actual overhaul of equipments, the Power Plant
 shall submit an overhaul application to the Power Dispatching Agency, and
 only upon being approved, the overhaul may be started.                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                              
|9.3.1 | The overhaul application shall be submitted to the Power Dispatching
 Agency seven (7) days prior to the start of actual overhauls.                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                              
|9.3.2 | The overhaul application shall include the names of equipments to be
 overhauled, the overhaul descriptions, the isolation measures and the
 requirements for the system, etc.                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                              
|9.3.3 | The Power Dispatching Agency shall inform the Power Plant of the
 approval concerning the overhaul application one (1) or two (2) days before
 the start of actual overhaul, and indicate the safety measures that should be
 taken by the Power Plant and other relevant requirements, in the meanwhile,
 an emergency plan for accidents shall be prepared.                                                                              

26

---



---

|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|9.4   | Party B shall strictly implement the approved overhaul schedule and
 complete the overhaul on schedule.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 
|9.4.1 | In the event that the Power Plant fails to carry out overhauls
 according to the approved schedule due to its own reasons, an application for
 modifying the overhaul schedule may be submitted to the Power Dispatching
 Agency one (1) day before the planned commencement date which has been
 approved. The Power Dispatching Agency shall make reasonable adjustments to
 the overhaul schedule according to the grid operating conditions. If such
 adjustment is practicable, the adjusted overhaul schedule shall be notified
 to the Power Plant one day in advance; if impracticable, the Power Plant
 shall try all possible means to implement the originally approved schedule,
 otherwise, the Power Dispatching Agency shall not arrange other overhauls for
 the current year in principle.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 
|9.4.2 | In case of any necessity of extending the overhaul period, the Power
 Plant shall apply to the Power Dispatching Agency for the extension of such
 period before half of the approved overhaul period has elapsed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 
|9.4.3 | In the event that the Power Plant fails to carry out overhauls of the
 units as scheduled due to the needs of operating the electric power system,
 the Power Dispatching Agency shall consult with the Power Plant in advance,
 and make relevant adjustments to the overhaul schedule and notify the Power
 Plant. If the units must operate over the prescribed time limit, both Parties
 shall consult with each other to decide the emergency measures for possible
 Emergencies which might occur during the overtime-operating period as well as
 the procedures of switching to the overhaul status, and handle the matters
 according to relevant provisions.                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 
|9.5   | In the event that the overhaul of primary equipments of the power
 grid affects the output of the Power Plant, such overhaul shall be arranged
 in coordination with the overhauls for the equipments of the Power Plant (or
 shutdown reserve) as far as                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

27

---



---

|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                        
|-------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                         | possible.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|9.6                                                      | The Power Dispatching Agency shall make reasonable arrangement for
 the overhaul of the secondary equipments, such as the relay protection and
 automatic safety devices, the power dispatching automation and the power
 dispatching communication system, etc. of the power grid and the Power
 Plant within the dispatching range. The overhaul of secondary equipments
 shall not affect the normal operation of primary equipments in principle;
 otherwise, it shall be arranged in coordination with the overhaul of primary equipments
 as far as possible.
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                        
|9.7                                                      | After completing the overhaul of equipments, the Power Plant shall
 promptly report to the Power Dispatching Agency and restore the operation of
 equipments according to specified procedures.                                                                                                                                                                                                                                                                                                                                                                    
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                        
|CHAPTER X RELAY PROTECTION AND AUTOMATIC
 SAFETY DEVICES
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                        
|10.1                                                     | Party A shall strictly abide by the codes and specifications
 concerning the design, operation and management of relay protection and
 automatic safety devices, take charge of operation management of relay
 protection and automatic safety devices within the range of dispatching, and
 conform to the following requirements:                                                                                                                                                                                                                                
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                        
|                                                         | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | To take charge of calculation of settings and the operation of relay
 protection and automatic safety devices within the range of dispatching, and
 to make analysis and assessment of the operation of the devices.                                                                                                                                                   
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                        
|                                                         | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | To be responsible for the commissioning and regular testing and
 maintenance of the relay protection and automatic safety devices within its
 dispatching range in order to make such devices satisfy the set technical
 requirements and conform to the setting requirements of the Power Dispatching
 Agency, and to keep complete commissioning reports and records.
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                        
|                                                         | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Once the relay protection and automatic safety devices of the power
 grid have                                                                                                                                                                                                                                                                                         

28

---



---

| |     |                                                                                                                                                                                                                                                                                                                                                                        
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | started running, Party A shall immediately analyze the reasons and
 take measures in accordance with the codes, and submit relevant materials to
 the Power Dispatching Agency. In case the Power Plant is concerned, Party A
 shall cooperate with the Power Plant to make analysis and treatment of the
 accidents.                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                        
| | (4) | In case of any malfunction or defect of the relay protection and
 automatic safety devices of the power grid, Party A shall immediately take
 measures in accordance with the codes, analyze the causes and promptly take
 precautionary measures. In case the Power Plant is concerned, Party A shall
 inform the Power Plant of relevant information in written form.
| |     |                                                                                                                                                                                                                                                                                                                                                                        
| | (5) | To provide instructions and assistance to the Power Plant in respect
 of the setting and operation of relevant relay protection and automatic
 safety devices, and to provide necessary technical support.                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                        
| | (6) | To strictly implement the counter measures against accidents for
 relay protection and automatic safety devices promulgated by the State and
 relevant authorities.                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                        
| | (7) | Before the 25th of each month, to finish the analysis report on the
 operation of relay protection and automatic safety devices for the previous
 month, and to provide a copy to Party B.                                                                                                                                                                             

|     |                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.2 | Party B shall strictly abide by the codes and specifications
 concerning the design, operation and management of relay protection and
 automatic safety devices, take charge of operation management of relay
 protection and automatic safety devices under its control, and conform to the
 following requirements:
|     |                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (1)                                                                                                                                                                                                                                                                                                                   | To take charge of calculation of settings and the operation of the
 relay protection and automatic safety devices belonging to the Power Plant
 (the settings for relay protection and automatic safety devices which belong
 to the Power Plant but within the range of dispatching shall be released by
 the Power Dispatching Agency, and the settings for other relay protection and
 automatic safety devices shall be calculated and set by the Power Plant
 itself and filed with the Power Dispatching Agency), and to make analysis and
 assessment of the operation of the devices.
|     |                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (2)                                                                                                                                                                                                                                                                                                                   | To be responsible for the commissioning and regular testing and
 maintenance of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

29

---



---

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

30

---



---

|                                  |                                                                                                                                                                                                                                          |                                                                               
|--------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------
|10.3                              | In order to improve the stability of the electric power system, both
 Parties shall upgrade and transform the equipments in a timely manner.                                                                                            
|                                  |                                                                                                                                                                                                                                          |                                                                               
|10.3.1                            | Both Parties upgrading and transformation for the relay protection
 and automatic safety devices shall be coordinated with each other, so as to
 ensure the compatibility and consistency between the equipments of both
 Parties [20].
|                                  |                                                                                                                                                                                                                                          |                                                                               
|10.3.2                            | The equipments after transformation shall not be put into operation
 through specific procedures until having been commissioned and passed the acceptance
 and confirmed as qualified [21].                                             
|                                  |                                                                                                                                                                                                                                          |                                                                               
|10.4                              | The relay protection and automatic safety devices of Party B shall
 reach the following main operation standards (excluding the malfunction and
 missing operation caused by Party As Reason):                                         
|                                  |                                                                                                                                                                                                                                          |                                                                               
|                                  | (1)                                                                                                                                                                                                                                      | The service factor for the main protection of relay protections [22]
 ≥99.0%. 
|                                  |                                                                                                                                                                                                                                          |                                                                               
|                                  | (2)                                                                                                                                                                                                                                      | The accuracy rate for the running of protections with 220kv and above
 ≥98.5%.
|                                  |                                                                                                                                                                                                                                          |                                                                               
|                                  | (3)                                                                                                                                                                                                                                      | The availability for fault recording [23] ≥98.5%.                             
|                                  |                                                                                                                                                                                                                                          |                                                                               
|                                  | (4)                                                                                                                                                                                                                                      | The operation rate of automatic safety devices ≥100%.                         
|                                  |                                                                                                                                                                                                                                          |                                                                               
|                                  | (5)                                                                                                                                                                                                                                      | The accuracy rate for the running of automatic safety devices
 ≥100%.         
|                                  |                                                                                                                                                                                                                                          |                                                                               
|10.5                              | Both Parties shall respectively designate staff to take charge of the
 maintenance for the operation of relay protection and automatic safety
 devices, and ensure the normal operation.                                                
|                                  |                                                                                                                                                                                                                                          |                                                                               
|CHAPTER XI DISPATCHING AUTOMATION
|                                 
|11.1                              | Party A shall strictly abide by the codes and specifications
 concerning the design,                                                                                                                                                    

31

---



---

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

32

---



---

|     |                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                       | accuracy of data transmission. The quantity and accuracy of the real
 time messages concerning the operating equipments of the Power Plant shall
 satisfy the relevant regulations of the State and the operation requirements
 of the Power Dispatching Agency.                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (2)                                                                                                                                                                                                                                                                   | Making timely analysis of the fault causes for the dispatching
 automation system under its control and taking precautionary measures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (3)                                                                                                                                                                                                                                                                   | Providing assistance to Party A in the operation maintenance of the
 dispatching automation system, and cooperating with Party A in respect of the
 investigations on accidents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (4)                                                                                                                                                                                                                                                                   | The computer monitoring and control system of the Power Plant shall
 conform to theRegulations on Safe Protection of Computer Monitoring and Control
 Systems and Dispatching Data Networks of Power Grids and Power Plants
 (No.30 Decree issued by the former State Economic and Trade Commission).                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (5)                                                                                                                                                                                                                                                                   | When the Power Plant (units) equipped with AGC participates in the
 power generation control of the power grid, the AGC instruction signals
 released by the Power Dispatching Agency shall be capable of being
 transmitted accurately to the AGC system of the Power Plant via the RTU or
 the computer monitoring and control system of the Power Plant. When the Power
 Plant (units) equipped with AVC participates in the voltage control of the
 power grid, the AVC instruction signals released by the Power Dispatching
 Agency shall be capable of being transmitted accurately to the AVC system of
 the Power Plant via the RTU or the computer monitoring and control system of
 the Power Plant.
|     |                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|11.3 | Both Parties shall operate and maintain the automation equipments in
 accordance with the Dispatching Code for Electric Power System and relevant
 codes concerning the dispatching automation system, and shall not withdraw or
 shut down the equipments at random.
|     |                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|11.4 | The RTU, the computer monitoring and control system, the electric
 energy acquisition and transmission devices of the Power Plant shall reach
 the following main operation standards:                                                                               

33

---



---

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

34

---



---

|     |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                   
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|12.2 | Party B shall strictly abide by the codes and specifications
 concerning the design, operation and management of the dispatching
 communication system, take charge of the operation maintenance for the
 dispatching communication system at the Power Plant end, and conform to the
 following requirements:
|     |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                   
|     | (1)                                                                                                                                                                                                                                                                                                            | Taking charge of the operation maintenance for the dispatching
 communication system at the Power Plant end and ensuring the reliable
 operation.                                                 
|     |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                   
|     | (2)                                                                                                                                                                                                                                                                                                            | Making timely analysis of the fault causes for the dispatching
 communication system and taking precautionary measures.                                                                           
|     |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                   
|     | (3)                                                                                                                                                                                                                                                                                                            | Providing assistance to Party A in respect of the operation and
 maintenance of the dispatching communication system, and cooperating with
 Party A in respect of the investigations on accidents.
|     |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                   
|12.3 | The types and configurations for the communication equipments of
 Party B which will be connected to the power communication network of Party A
 shall be compatible and consistent with those of Party A, and shall be
 approved by Party A.                                                                 
|     |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                   
|12.4 | In case of using any carrier-frequency and radio-frequency related to
 Party As electric power communication network, Party B shall submit an application
 to Party A, and shall not use the relevant frequency without the written
 confirmation of Party A.                                                
|     |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                   
|12.5 | Both Parties shall prepare a standby communication system so as to
 ensure the communication uninterrupted by any Emergencies occurred to the power
 grid or the Power Plant.                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                   
|12.6 | The dispatching communication system of Party B shall reach the
 following main operation standards:                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                   
|     | Service factor of communication circuit:                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                | Service factor of optical communication circuit ≥99.98%.                                                                                                                                          

35

---



---

|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                           
|------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------
|                                                  | Service factor of communication equipment:                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                           
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Service factor of optical communication equipment ≥99.99%.
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                           
|12.7                                              | Both Parties shall respectively designate staff to take charge of the
 operation maintenance of the dispatching communication system under their
 respective control, and ensure the normal operation.                                                                                                                                                                                                                                                                                                         
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                           
|CHAPTER XIII ACCIDENT DISPOSAL AND
 INVESTIGATION
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                           
|13.1                                              | The Power Dispatching Agency and the Power Plant shall, in accordance
 with their respective controlled range and relevant regulations of the
 Dispatching Code for Electric Power System and the Power Plant field
 operation codes, handle the accidents in a correct and prompt manner and
 timely inform each other of treatment situation.                                                                                                                                                                
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                           
|13.2                                              | The accidents of equipments within the dispatching range of the Power
 Dispatching Agency shall be handled strictly following the instructions of
 the on-duty dispatchers of the Power Dispatching Agency (excluding those that
 can be handled without dispatching instructions as clearly specified in the
 field codes).                                                                                                                                                                                   
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                           
|13.3                                              | The Power Dispatching Agency shall, according to the Guide on
 Safety and Stability for Power System (DL 755-2001), the
 Dispatching Code for Electric Power System and other relevant regulations,
 and considering the grid structure, the operation characteristics and the
 specific conditions of the Power Plant, formulate principles for accident
 disposal and specific counter measures against accidents, and raise specific
 requirements on the necessary measures to be taken by the Power Plant.
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                           
|13.3.1                                            | In case of any Emergencies that threaten the security of the power
 grid, the on-duty dispatchers of the Power Dispatching Agency may take
 necessary measures to                                                                                                                                                                                                                                                                                                                                              

36

---



---

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

37

---



---

|                          |                                                                                                                                                                                                                                                                                                             |                                                                                                                                                            
|------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|13.4.3                    | As for the accidents involving both the Power Plant and the power
 grid, if the Parties cannot reach agreement within a short period of time on
 the cause of accident, a special investigation panel shall be set up
 according to relevant regulations of the State to carry out accident
 investigation.
|                          |                                                                                                                                                                                                                                                                                                             |                                                                                                                                                            
|13.4.4                    | The investigation report on the accident involving one Party or both
 Parties shall be published, which shall cover causes of the accident,
 treatment progress of the accident, responsible party for the accident and
 the liabilities, the rectification plan and accident preventive measures, etc.    
|                          |                                                                                                                                                                                                                                                                                                             |                                                                                                                                                            
|13.4.5                    | The responsible party for the accident shall timely correct the
 errors and implement the rectification plan and accident preventive measures.
 In case the other Party is involved in such rectification plan and preventive
 measures, the consent of the other Party shall be obtained.                 
|                          |                                                                                                                                                                                                                                                                                                             |                                                                                                                                                            
|CHAPTER XIV FORCE MAJEURE
|                          |                                                                                                                                                                                                                                                                                                             |                                                                                                                                                            
|14.1                      | If the occurrence of any Force
 Majeureevent completely or partially impedes one Party from
 fulfilling any obligation under this Agreement, such Party may be exempted
 from or postpone to perform its contractual obligations, provided that:                                                           
|                          |                                                                                                                                                                                                                                                                                                             |                                                                                                                                                            
|                          | (1)                                                                                                                                                                                                                                                                                                         | the scope and duration of the exempted or postponed performance shall
 not extend beyond the reasonable needs of eliminating the impact of Force
 Majeure. 
|                          |                                                                                                                                                                                                                                                                                                             |                                                                                                                                                            
|                          | (2)                                                                                                                                                                                                                                                                                                         | the Party affected by Force Majeure shall continue to perform
 its other obligations hereunder which have not been affected by the Force
 Majeure.         
|                          |                                                                                                                                                                                                                                                                                                             |                                                                                                                                                            
|                          | (3)                                                                                                                                                                                                                                                                                                         | In case the events of Force Majeure come to an end, the Party
 claiming Force
 Majeure shall resume the performance of this Agreement as soon as
 possible.

38

---



---

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

39

---



---

|                                               |                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                   
|---------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|CHAPTER XV LIABILITIES FOR BREACH OF
 CONTRACT
|                                               |                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                   
|15.1                                           | Either Partys violation of the provisions
 of this Agreement shall be deemed as a breach of contract, and the other Party shall be
 entitled to require the breaching Party to assume the liabilities for breach
 of contract.
|                                               |                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                   
|15.2                                           | Party A, in case of any of the following breach of contract, shall
 assume the liabilities for breach of contract to Party B in the manner
 provided in Clause 15.3 hereof:                                                    
|                                               |                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                   
|                                               | (1)                                                                                                                                                                                                                             | Failure to perform the obligations provided in Chapter III, which has
 caused direct economic losses to Party B.                                                                                                                                                  
|                                               |                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                   
|                                               | (2)                                                                                                                                                                                                                             | Violation of the provisions of Clause 4.9, which has resulted in the
 incapability of the Power Plant to generate power on schedule or normally or
 caused direct economic losses to Party B.                                                                     
|                                               |                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                   
|                                               | (3)                                                                                                                                                                                                                             | Violation of the provisions of Clauses 5.3 and 5.4, which has
 resulted in the incapability of the Power Plant to generate power on schedule
 or caused direct economic losses to Party B.                                                                        
|                                               |                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                   
|                                               | (4)                                                                                                                                                                                                                             | Violation of the provisions of Clause 6.2, which has resulted in the
 incapability of the Power Plant to generate power on schedule or caused
 direct economic losses to Party B.                                                                                 
|                                               |                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                   
|                                               | (5)                                                                                                                                                                                                                             | Violation of the Dispatching Code for Electric Power System, which
 has caused direct economic losses to Party B.                                                                                                                                                 
|                                               |                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                   
|                                               | (6)                                                                                                                                                                                                                             | Requiring the Power Plant (units) by the Power Dispatching Agency to
 conduct peak regulation, frequency modulation or voltage regulation beyond
 its operation capacity or the provisions of this Agreement, which has caused
 direct economic losses to Party B.
|                                               |                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                   
|                                               | (7)                                                                                                                                                                                                                             | Setting or commanding error of the primary and secondary equipments
 of the power grid due to Party As Reason, which has caused direct economic
 losses to Party B.                                                                                              
|                                               |                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                   
|                                               | (8)                                                                                                                                                                                                                             | Occurrence of the events provided in Clause 9.4.3 hereof due to the
 responsibilities attributable to Party A, causing direct economic losses to
 Party B.                                                                                                        

40

---



---

|     |                                                                                                                                                                      |                                                                                                                                                                                                                                                                 
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (9)                                                                                                                                                                  | Due to the inappropriate treatment by Party A, the implementation of
 provisions of Clause 13.3.1 has caused direct economic losses to Party B.                                                                                                                 
|     |                                                                                                                                                                      |                                                                                                                                                                                                                                                                 
|     | (10)                                                                                                                                                                 | Malfunctions of the relay protection and automatic safety devices,
 dispatching automation system and dispatching communication system caused by
 Party As Reason, which has caused direct economic losses to Party B.                                         
|     |                                                                                                                                                                      |                                                                                                                                                                                                                                                                 
|     | (11)                                                                                                                                                                 | Other improper performance of Party A which has caused direct
 economic losses to Party B.                                                                                                                                                                      
|     |                                                                                                                                                                      |                                                                                                                                                                                                                                                                 
|15.3 | For each time of breach of contract, Party A shall assume the
 liabilities for breach of contract in the following manners:                                         
|     |                                                                                                                                                                      |                                                                                                                                                                                                                                                                 
|     | (1)                                                                                                                                                                  | Party A shall pay to Party B the liquidated damages in the lump sum
 of RMB50,000 [27].                                                                                                                                                                         
|     |                                                                                                                                                                      |                                                                                                                                                                                                                                                                 
|     | (2)                                                                                                                                                                  | In case of any direct economic loss of Party B which cannot be fully
 compensated by the lump-sum liquidated damages provided in Item (1) above,
 the direct expenses of Party B for repairing equipments and restoring normal
 operations shall be compensated.
|     |                                                                                                                                                                      |                                                                                                                                                                                                                                                                 
|     | (3)                                                                                                                                                                  | In case of any loss of the electricity output of Party B, the Parties
 shall resort to the provisions of the Power Purchase and Sale Contract
 entered into by the Parties.                                                                                     
|     |                                                                                                                                                                      |                                                                                                                                                                                                                                                                 
|15.4 | Party B, in case of any of the following breach of contract, shall
 assume the liabilities for breach of contract to Party A in the manner
 provided in Clause 15.5:
|     |                                                                                                                                                                      |                                                                                                                                                                                                                                                                 
|     | (1)                                                                                                                                                                  | Failure to perform the obligations provided in Chapter III, which has
 caused direct economic losses to Party A.                                                                                                                                                
|     |                                                                                                                                                                      |                                                                                                                                                                                                                                                                 
|     | (2)                                                                                                                                                                  | Failure to complete the preparations for grid connection according to
 the provisions of Chapter IV hereof, which has caused direct economic losses
 to Party A.                                                                                                
|     |                                                                                                                                                                      |                                                                                                                                                                                                                                                                 
|     | (3)                                                                                                                                                                  | Violation of the provisions of Clauses 5.2 and 5.4, which has caused
 direct                                                                                                                                                                                    

41

---



|
|
|

|     |                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                      
|---- | --------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                             | economic losses to Party A.                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                      
|     | (4)                                                                                                                         | Violation of the provisions of Clauses 6.1 and 7.1.1.                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                      
|     | (5)                                                                                                                         | Abnormity or malfunction of the primary and secondary equipments of
 the Power Plant related to the grid operation due to Party Bs Reason, which
 has caused direct economic losses to Party A.                                                                                                                                                                                     
|     |                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                      
|     | (6)                                                                                                                         | Failure to participate in the peak regulation, frequency modulation
 and voltage regulation or reserve of the electric power system pursuant to
 provisions of Clause 7.4.                                                                                                                                                                                                           
|     |                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                      
|     | (7)                                                                                                                         | Alteration of the maintenance duration due to Party Bs Reason, which
 has caused direct economic losses to Party A.                                                                                                                                                                                                                                                                 
|     |                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                      
|     | (8)                                                                                                                         | Failure to report to the Power Dispatching Agency the real conditions
 of the equipments of the Power Plant (such as generators, turbines, boilers
 and electric equipments) and relevant facilities.                                                                                                                                                                                
|     |                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                      
|     | (9)                                                                                                                         | Failure of the relay protection and automatic safety devices of the
 Power Plant to meet the standards specified in Clause 10.4, or malfunctions
 or incorrect running of relay protection and automatic safety devices of the
 Power Plant caused by Party Bs Reason, which has resulted in accidents or
 expansion of accidents, and has caused direct economic losses to Party A.
|     |                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                      
|     | (10)                                                                                                                        | Failure of the power dispatching automation system of the Power Plant
 to meet the standards specified in Clause 11.4, or malfunctions of the power
 dispatching automation system of the Power Plant caused by Party Bs Reason,
 which has resulted in accidents or expansion of accidents, and has caused
 direct economic losses to Party A.                                     
|     |                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                      
|     | (11)                                                                                                                        | Failure of the dispatching communication system of the Power Plant to
 meet the standards specified in Clause 12.6, or malfunctions of the
 dispatching communication system of the Power Plant caused by Party Bs
 Reason, which has resulted in accidents or expansion of accidents, and has
 caused direct economic losses to Party A.                                           
|     |                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                      
|15.5 | For each time of breach of contract, Party B shall assume the liabilities
 for breach of contract in the following manners:

42

---



|
|
|

|     |                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                 
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (1)                                                                                                                                                                                                                                                                                                                                                                                                             | Paying to Party A the liquidated damages in the lump sum of
 RMB50,000.                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                 
|     | (2)                                                                                                                                                                                                                                                                                                                                                                                                             | In case of any direct economic loss of Party A which cannot be fully
 compensated by the lump-sum liquidated damages provided in Item (1) above,
 the direct expenses of Party A for repairing equipments and restoring normal
 operations shall be compensated.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                 
|     | (3)                                                                                                                                                                                                                                                                                                                                                                                                             | In case of any loss of the electricity output of Party A, the Parties
 shall resort to the provisions of the Power Purchase and Sale Contract
 entered into by the Parties.                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                 
|15.6 | In case of any of the following serious breach of contract of Party
 B, Party A may take enforcement measures to the extent of disconnecting the
 Power Plant (units), and Party B shall not be entitled to claim for
 compensations from Party A for any loss caused by such disconnection.                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                 
|     | (1)                                                                                                                                                                                                                                                                                                                                                                                                             | The Power Plant arbitrarily starts up for grid connection or shut
 down for disconnection without being approved by the Power Dispatching Agency.                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                 
|     | (2)                                                                                                                                                                                                                                                                                                                                                                                                             | In case of Emergencies, the Power Plant violates the provisions of
 Clauses 6.1 and 7.1.1.                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                 
|     | (3)                                                                                                                                                                                                                                                                                                                                                                                                             | In case of Emergencies, the Power Plant fails to report to the Power
 Dispatching Agency the real conditions of the equipments of the Power Plant
 (such as generators, turbines, boilers and electric equipments) and relevant
 facilities.                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                 
|15.7 | Unless otherwise provided in this Agreement, in case of any breach of
 contract, the non-defaulting Party shall immediately notify the defaulting
 Party to stop breaching the contract, and shall furnish a written notice as
 quickly as possible to the breaching Party, demanding it to correct the
 breach of contract and assume the liabilities therefrom pursuant to the
 provisions of this Agreement.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                 
|15.8 | The breaching Party shall immediately take measures to correct as
 well as confirm its breach of contract, and assume the liabilities therefrom
 pursuant to the provisions of                                                                                                                                                                                                                                 

43

---



|
|
|

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

CHAPTER XVI EFFECTIVENESS AND VALID TERM

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

44

---



|
|
|

CHAPTER XVII ALTERATION, ASSIGNMENT AND
TERMINATIONOF THIS AGREEMENT

|     |                                                                                                                                                                                                        |                                                                                                                                                                                                                          
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|17.1 | Any modification, amendment or supplement
 to this Agreement must be conducted in written form, and the conditions for effectiveness shall be the
 same as those specified in Clause 16.1.            
|     |                                                                                                                                                                                                        |                                                                                                                                                                                                                          
|17.2 | Both Parties explicitly express that neither Party shall be entitled
 to assign all or part of its rights or obligations hereunder to any third
 party without the written consent of the other Party.
|     |                                                                                                                                                                                                        |                                                                                                                                                                                                                          
|17.3 | Within the valid term of this Agreement,
 both Parties agree to adjust or amend this Agreement if any of the following
 events occurs:                                                                
|     |                                                                                                                                                                                                        |                                                                                                                                                                                                                          
|     | (1)                                                                                                                                                                                                    | Alteration of relevant laws and regulations, rules and policies of
 the State;                                                                                                                                           
|     |                                                                                                                                                                                                        |                                                                                                                                                                                                                          
|     | (2)                                                                                                                                                                                                    | Any clause of this Agreement conflicting with any relevant compulsory
 rules, measures and regulations issued by the State electric power regulatory
 authority or local governmental authority.                         
|     |                                                                                                                                                                                                        |                                                                                                                                                                                                                          
|17.4 | Termination of Agreement                                                                                                                                                                              
|     |                                                                                                                                                                                                        |                                                                                                                                                                                                                          
|     | In the event that any of the following
 events occurred to either Party, the other Party shall be entitled to
 terminate this Agreement after serving a notice of termination:                        
|     |                                                                                                                                                                                                        |                                                                                                                                                                                                                          
|     | (1)                                                                                                                                                                                                    | Either Party goes bankrupt or is subject to liquidation, or the
 business license of either Party or the Power Plant is revoked.                                                                                         
|     |                                                                                                                                                                                                        |                                                                                                                                                                                                                          
|     | (2)                                                                                                                                                                                                    | One Party is merged with the other Party
 and all or majority parts of its assets have been transferred to another
 entity, and the surviving enterprise cannot reasonably perform its
 obligations under this Agreement.

45

---



|
|
|

CHAPTER XVIII DISPUTE RESOLUTION

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

CHAPTER XIX APPLICABLE LAW

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

CHAPTER XX MISCELLANEOUS

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|20.1 | Confidentiality                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | Both Parties warrant to maintain
 confidential all information and documents which are procured from the other
 Party and could not be procured from public channels. Without the prior approval
 from the original provider of such information and documents, the other Party
 shall not disclose to any third party all or part of the information and
 documents, unless otherwise provided by the regulations of the State.

46

---



|
|
|

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|20.2 | Appendices to this
 Agreement [29]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | Appendix I:
 Diagram for the Grid Connection Points                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | Appendix II:
 Technical Parameters of the Power Plant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | Appendix III:
 Division of Dispatching Range for the Power Plants Equipments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | The Appendices to this Agreement (including the Special Provisions)
 shall constitute an integral part of this Agreement, and shall have the same
 legal effect as this Agreement. In case of any discrepancy between this
 Agreement and its appendices, according to the nature of discrepancy, the content
 most related to and dealing more deeply with the point of dispute shall
 prevail. In case that the discrepancy and contradiction still exist after
 applying the aforesaid principle, the Parties shall, on the principle of good
 faith, consult with each other to make determinations according to the
 purpose of this Agreement.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|20.3 | Entire Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | This Agreement (including the Special Provisions) and the appendices
 hereto constitute the entire agreement between the Parties pertaining the
 subject matter of this Agreement, and shall replace all discussions,
 negotiations, contracts and agreements conducted by both Parties in respect
 of this Agreement.                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|20.4 | Notification and Service                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | Any notification and document pertaining to this Agreement shall be
 conducted in written form. A notification shall be deemed as having been
 served upon the confirmation with signature by the recipient when delivered
 by way of registered mail, express mail or in person, or upon confirmation as
 being received when sent via fax. All notifications and documents shall come
 into effect upon service and receipt. All notifications shall be delivered to
 the following addresses as provided in this                                                                                                                                 

47

---



|
|
|

| |                                                                                                          
| | ---------------------------------------------------------------------------------------------------------
| | Agreement or to a modified address when either Party has notified the
 other Party with a written notice.

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

|     |                                                                                                                                                                                                                                                                                                                               
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|20.5 | Waiver                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                               
|     | Either Partys failure to waive any of its rights under this
 Agreement through written statement shall not be deemed as a waiver thereof.
 Either Partys failure to exercise any of its rights under this Agreement
 shall not operate as having waived or will waive any of its rights under this
 Agreement in the future.
|     |                                                                                                                                                                                                                                                                                                                               
|20.6 | Continuing Effect                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                               
|     | The provisions with respect to arbitration and confidentiality of this
 Agreement shall                                                                                                                                                                                                                                       

48

---



|
|
|

|     |                                                                                                                                                                                                                                                                               
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | remain effective after the termination of this Agreement.                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                               
|20.7 | Text                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                               
|     | This Agreement comprises___ pages, and shall be signed in six (6)
 counterparts. Each Party shall hold two (2) counterparts, and two (2) counterparts_shall be filed with State Electricity Regulatory Commission, East China
 Electricity Regulatory Bureau, Hangzhou Office.

49

---



|
|
|

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

50

---



|
|
|

SPECIAL PROVISIONS

Dispatching for the Reservoir of the Power
Plant [31]

Cascade I Hydropower Station

|      |                                                                                                                                                                                                                                             |                                                                                                       
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------
|1.1   | Characteristics and Basic Parameters of Reservoir                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                             |                                                                                                       
|1.1.1 | The regulating characteristic of the Power Plants reservoir is:
 runoff reservoir/ daily regulating reservoir/ weekly regulating reservoir/
 seasonal regulating reservoir/ annual regulating reservoir/ multi-year
 regulating reservoir.
|      |                                                                                                                                                                                                                                             |                                                                                                       
|1.1.2 | Basic Parameters                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                             |                                                                                                       
|      | (1)                                                                                                                                                                                                                                         | Control drainage area: 162 square kilometers (km2).                                                   
|      |                                                                                                                                                                                                                                             |                                                                                                       
|      | (2)                                                                                                                                                                                                                                         | Normal water storage level and corresponding reservoir capacity: 472
 m, 19,640,000 cubic meters (m3).
|      |                                                                                                                                                                                                                                             |                                                                                                       
|      | (3)                                                                                                                                                                                                                                         | Dead water level and corresponding reservoir capacity: 451 m,
 5,110,000 cubic meters (m3).           
|      |                                                                                                                                                                                                                                             |                                                                                                       
|      | (4)                                                                                                                                                                                                                                         | Designed flood level and corresponding reservoir capacity: 472.51 m,
 ____ cubic meters (m3).         
|      |                                                                                                                                                                                                                                             |                                                                                                       
|      | (5)                                                                                                                                                                                                                                         | Check flood level and corresponding reservoir capacity: 473.75 m,
 21,470,000 cubic meters (m3).      
|      |                                                                                                                                                                                                                                             |                                                                                                       
|      | (6)                                                                                                                                                                                                                                         | Top level of flood control: ___m.                                                                     
|      |                                                                                                                                                                                                                                             |                                                                                                       
|      | (7)                                                                                                                                                                                                                                         | Beginning water level in flood season: ___m.                                                          
|      |                                                                                                                                                                                                                                             |                                                                                                       
|1.1.3 | Reservoir Capacity                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                             |                                                                                                       
|      | (1)                                                                                                                                                                                                                                         | Total reservoir capacity: 21,470,000 cubic meters (m3).                                               
|      |                                                                                                                                                                                                                                             |                                                                                                       
|      | (2)                                                                                                                                                                                                                                         | Flood control capacity: ____ cubic meters (m3).                                                       
|      |                                                                                                                                                                                                                                             |                                                                                                       
|      | (3)                                                                                                                                                                                                                                         | Usable storage: ____ cubic meters (m3).                                                               
|      |                                                                                                                                                                                                                                             |                                                                                                       
|      | (4)                                                                                                                                                                                                                                         | Other parameters: ____________.                                                                       
|      |                                                                                                                                                                                                                                             |                                                                                                       
|1.1.4 | Flow                                                                                                                                                                                                                                       

51

---



|
|
|

|      |                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | (1)                                                                                                                                                            | Designed Flood: 998 cubic meters/s (m3/s).                                                                                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      | (2)                                                                                                                                                            | Check Flood: 1288 cubic meters/s (m3/s).                                                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      | (3)                                                                                                                                                            | Designed Maximum Discharged Flow: ______ cubic meters/s (m3/s).                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      | (4)                                                                                                                                                            | Designed Maximum Discharged Flow: ______ cubic meters/s (m3/s).                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      | (5)                                                                                                                                                            | Maximum. Power Generation Flow: 26.2 cubic meters/s (m3/s).                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1.1.5 | Reservoir water level variation range of Suichang Jiulongshan Cascade
 I hydro complex during the power generation period is: 451.0 m to 472.0 m.             
|      |                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1.2   | Reservoir Dispatching Range                                                                                                                                   
|      |                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      | The specific dispatching range shall be determined by both Parties
 hereto according to the actual conditions of the Power Plant operation and
 the reservoir.
|      |                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1.3   | Principles of Reservoir Dispatching                                                                                                                           
|      |                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      | (1)                                                                                                                                                            | According to relevant laws and regulations and the reservoir
 dispatching codes, carrying out proper dispatching of the reservoir and
 ensuring the safety operation of the reservoir.                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      | (2)                                                                                                                                                            | Carrying out dispatching in strict accordance with the project
 designed flood control principle, ensuring the safety of the complex project
 and meeting the upstream and downstream flood control standards.                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      | (3)                                                                                                                                                            | Making full use of water energy resources and developing the
 comprehensive utilization effect of the reservoir.                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1.4   | Basic Requirements for Reservoir Dispatching                                                                                                                  
|      |                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      | (1)                                                                                                                                                            | Party B shall provide the design documents, operation statistic data
 and operation summary of the Power Plant according to the requirements of
 Party A.                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      | (2)                                                                                                                                                            | The Power Plant shall provide the annual scheme for passing the flood
 season to the Power Dispatching Agency before April 20 of each year, pay
 close attention to the meteorological changes in the drainage area during the
 flood season, timely provide information on the water conditions and relevant
 conditions concerning flood control, and make proper short-term flood
 prediction. In case of material flood or disastrous climate, Party B shall
 notify

52

---



|
|
|

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

53

---



|
|
|

APPENDIX I:
DIAGRAM FOR GRID CONNECTION POINTS

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

APPENDIX II: TECHNICAL PARAMETERS FOR THE POWER PLANT

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

| |          |  |                |  |                       |  |                    |  |                     |  |                     
| | -------- |  | -------------- |  | --------------------- |  | ------------------ |  | ------------------- |  | --------------------
| | Unit No. |  | Generator Type |  | Rated Capacity
 (MVA) |  | Active Power
 (MW) |  | Rated Power
 Factor |  | Rated Speed
 (r/min)
| |          |  |                |  |                       |  |                    |  |                     |  |                     
| | 1        |  | SF12.5-10/3000 |  | 15.625                |  | 12.5               |  | 0.8                 |  | 600                 
| | 2        |  | SF12.5-10/3000 |  | 15.625                |  | 12.5               |  | 0.8                 |  | 600                 

|     |                                                                                                                                                                                                            |                                       
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------
|2.   | Connection lines
 between the Power Plant and the power grid of Party A                                                                                                                                   
|     |                                                                                                                                                                                                            |                                       
|     | (1)                                                                                                                                                                                                        | Name of the line: Zhouyi No.1243 Line.
|     |                                                                                                                                                                                                            |                                       
|     | (2)                                                                                                                                                                                                        | Voltage level: 110 kv.                
|     |                                                                                                                                                                                                            |                                       
|3.   | Other technical parameters for the Power Plant will be provided by
 Party B accurately according to the design parameters for the equipments and
 the connection commissioning results [32].              
|     |                                                                                                                                                                                                            |                                       
|3.1. | Normal Operation Output Range                                                                                                                                                                             
|     |                                                                                                                                                                                                            |                                       
|     | The maximum output for the normal operation if two (2) units of the
 Power Plant shall be 120% of the rated capacity, and the minimum output for
 the normal operation shall be 35% of the rated capacity.
|     |                                                                                                                                                                                                            |                                       
|     | Or the operation output range of the units shall be: from 35% to 120%
 of the rated capacity; _____% to _____% of the rated capacity; and _____% to
 _____% of the                                        

54

---



|
|
|

|     |                                                                                                                                                                               |                                                                            
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------
|     | rated capacity.                                                                                                                                                              
|     |                                                                                                                                                                               |                                                                            
|3.2. | Under the special
 condition of ________ of the power grid, the minimum output of the ________
 units of the Power Plant is _____% of the rated capacity;                    
|     |                                                                                                                                                                               |                                                                            
|3.3. | Power regulation
 rate of units during normal operation                                                                                                                      
|     |                                                                                                                                                                               |                                                                            
|     |                                                                                                                                                                               | Unit _________ is
 ____ MW/min.                                            
|     |                                                                                                                                                                               |                                                                            
|     |                                                                                                                                                                               | Unit _________ is
 _____MW/min.                                            
|     |                                                                                                                                                                               |                                                                            
|3.4. | The shortest
 duration for the units from receiving a dispatching instruction to reaching
 the output for connection or from zero output to the rated output is:             
|     |                                                                                                                                                                               |                                                                            
|     |                                                                                                                                                                               | Fossil-fired
 units:                                                       
|     |                                                                                                                                                                               |                                                                            
|     |                                                                                                                                                                               | Cold startup
 (boiler in cold standby)_____h.                              
|     |                                                                                                                                                                               |                                                                            
|     |                                                                                                                                                                               | Cold startup
 (boiler in hot standby)_____h.                               
|     |                                                                                                                                                                               |                                                                            
|     |                                                                                                                                                                               | Warm startup (the
 unit is disconnected from the grid within _____h)_____h.
|     |                                                                                                                                                                               |                                                                            
|     |                                                                                                                                                                               | Hot startup (the
 unit is disconnected from the grid within _____h)_____h. 
|     |                                                                                                                                                                               |                                                                            
|     |                                                                                                                                                                               | Hydropower and
 pumped storage units: ____ h.                              
|     |                                                                                                                                                                               |                                                                            
|     |                                                                                                                                                                               | Other types of
 units: _____h.                                             
|     |                                                                                                                                                                               |                                                                            
|3.5. | The shortest
 shutdown duration from full load output to zero load after receiving a
 dispatching instruction: 0.5h.                                                         
|     |                                                                                                                                                                               |                                                                            
|3.6. | The shortest
 shutdown duration from disconnection of units to reconnection with the grid:
 0.5h.                                                                            
|     |                                                                                                                                                                               |                                                                            
|3.7. | The shortest
 shutdown time for the Power Plants units to operate at the lowest or above
 operation level after it has reached the lowest or above operation level:
 _____h.
|     |                                                                                                                                                                               |                                                                            
|3.8. | The
under-excitation degree for the two (2) units is cos<0.95.                                                                                                               
|     |                                                                                                                                                                               |                                                                            
|3.9. | Other technical
 parameters necessary to be specified as deemed by both Parties [33]:
 __________.                                                                           
|     |                                                                                                                                                                               |                                                                            
|4.   | The Operation
 modes restricted or not recommended by the equipment manufacturers:                                                                                           
|     |                                                                                                                                                                               |                                                                            
|     | (1)                                                                                                                                                                           | Unit ___ should
 not operate in phase modulation under _____ condition.    

55

---



|
|
|

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

APPENDIX III: DIVISION OF DISPATCHING RANGE OF POWER
PLANT EQUIPMENTS

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

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

56

---



|
|
|

|
|
|

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

57

---



|
|
|

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

58

---



|
|
|

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

59

---



|
|
|

(DIAGRAM)

60

---



|
|
|

(DIAGRAM)

61

---



|                                                                                                               |                                                                                                                |                                                                               
|-------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------
|1# Unit 6.3 KV busbar contactor
1# Unit 6.3 KV breaker
1# Unit 6.3 KV busbar contactor
1# Unit 6.3 KV arrestor | 2# Unit 6.3 KV busbar contactor
2# Unit 6.3 KV breaker
2# Unit 6.3 KV busbar contactor
2# Unit 6.3 KV arrestor | 6.3 KV busbar PT contactor
6.3 KV busbar PT high-voltage fuse
6.3 KV busbar PT

| | 
| | 
|

(DIAGRAM)

62

---