Contract No.: YD-079-2011

Exhibit 4.101

Power Purchase and Sale Contract (2011)

Between

Yunnan Grid Company

And

Luquan Xiaopengzu Power Generation Co., Ltd.

March 2011

1

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(Contract No.: YD-079-2011)

Power Purchase and Sale Contract of
Xiaopengzu Power Plant 2011

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

The Buyer (hereinafter referred to as Party A): Yunnan Grid Company

Power Business License No.: 3263007-00108

The Seller (hereinafter referred to as Party B): Luquan Xiaopengzu
Power Generation Co., Ltd.

Power Generation License No.: ________________

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

Name of Party A: Yunnan Grid Company

Attention: Shen Dehong Email: shendehong@yn.csg.cn

Tel: 0871-3011846 Fax: 0871-3012915 Postal Code: 650011

Address: No. 73 Tuodong Road, Kunming City

Name in the Bank Account: Yunnan Grid Company

Account Bank: Zhengyi Sub-branch, Industrial and Commercial Bank of
China, Kunming City

Account No.: 9013610119

Name of Party B: Luquan Xiaopengzu Power Generation Co., Ltd.

Attention: Zhang Mei Email: xiaopengzu@yahoo.com.cn

Tel: 0871-8863500 Fax: 0871-8863500 Postal Code: 650405

Address: Xiaopengzu Village, Cuihua Township, Luquan County

Name in the Bank Account: Luquan Xiaopengzu Power Generation Co.,
Ltd.

Account Bank: Luquan County Sub-branch, Agricultural Development
Bank of China

Account No.: 20353012800100000062661

Pursuant to the Contract Law of the Peoples
Republic of China, Power Law of the Peoples Republic of China, Regulations for
the Administration of Power Grid Dispatching and other state laws and
regulations, the two Parties have agreed to enter into this Contract in the
principle of equality, voluntariness, honesty and good faith.

2

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|    |                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1   | Definition and Interpretation                                 
|    |                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|1.1 | Terms used in this Contract shall have the following meanings:
|    |                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 1.1.1                                                          | Annual Actual On-grid Electric Quantity means the electric quantity
 supplied by Party B from the metering point to Party A for each year, the
 unit of measurement shall be Kwh.                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 1.1.2                                                          | Annual Contractual On-grid Electric Quantity means the electric
 quantity for each year as agreed in Clause 4.3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 1.1.3                                                          | Annual (Monthly) Accumulative Purchased (Sold) Electric Quantity
 means the purchased (sold) electric quantity provided in Clause 4.5.1 of this
 Contract.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 1.1.4                                                          | Planned Outage means the status of the unit of Party B during the
 period of planned inspection, including the overhaul, maintenance, planned
 maintenance of the common system and the maintenance during the public
 holidays required or allowed by Party A (the dispatcher), eliminating defects
 during off-peak period.                                                                                                                                                                                                                                                                                                                    
|    |                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 1.1.5                                                          | Unplanned Outage means the unavailability of the unit of Party B
 without being the status of Planned Outage. Based on the emergency degree,
 the Unplanned Outage can be divided into the following 5 categories: the
 first is immediate outage; the second is the outage which can be delayed
 temporarily but must be exited within 6 hours; the third is the outage which
 can be delayed by 6 hours but must be exited within 72 hours; the fourth is
 the outage which can be delayed by 72 hours but must be exited prior to the
 next Planned Outage; and the fifth is the prolonged outage which exceeds the
 period of Planned Outage.
|    |                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 1.1.6                                                          | Forced Outage means the Unplanned Outage of the first, second and
 third categories under Clause 1.1.5 in together.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 1.1.7                                                          | Available Hours means the number of hours during which the unit is
 available, including the hours of operation and the hours of standby.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 1.1.8                                                          | Equivalent Unit Derated Hours means the equivalent outage hours of
 the unit derated hours calculated on the basis of the capacity on the
 nameplate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 1.1.9                                                          | Equivalent Unplanned Outage Hours means the sum of the Unplanned
 Outage hours and the unplanned unit derated hours.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 1.1.10                                                         | Party As Reason refers to the Party As request or liability,
 including the liability for the expansion of an accident resulting from the
 Party As failure to abide by the relevant state laws and regulations.                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 1.1.11                                                         | Party Bs Reason refers to the Party Bs request or liability,
 including the liability for the expansion of an accident resulting from the
 Party Bs failure to abide by the relevant state laws and regulations.                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 1.1.12                                                         | Emergency means accidents occurred to the power grid, or material
 accidents occurred to the power generation and supply equipments; or power
 grid frequency or voltage exceeds the stipulated range; or the load for
 transmission or transformation exceeds stipulated value; or the capacity
 value of the trunk line exceeds the stipulated stability limit, or other
 events that may threaten safe operation of the power grid, jeopardize the
 stability of power grid, resulting in the collapse of the power grid, or
 power outage in a large area.                                                                                   
|    |                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 1.1.13                                                         | Business Day means a calendar day other than the statutory public
 holidays. If a day agreed for payment is not a business day, then the
 immediate next business day of that date shall be the date of payment.                                                                                                                                                                                                                                                                                                                                                                                                                                 

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|    |                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 1.1.14                                                                                                                                                                                                                                                                                                                  | Force Majeure
 means any objective event that can not be foreseen, avoided and overcome,
 including volcano, twister, tidal wave, storm, mud-rock flow, mountainside
 slide, flood, fire, failure of the water input to meet the design standards,
 earthquake that exceeds the designed anti-earthquake standard, typhoon,
 lightning, fog flashover, etc., as well as nuclear radiation, war, epidemic,
 riot, etc.
|    |                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.2 | Interpretation                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | 1.2.1                                                                                                                                                                                                                                                                                                                   | Headings in this
 Contract are for convenience only and shall not in any event affect the
 interpretation of this Contract.                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | 1.2.2                                                                                                                                                                                                                                                                                                                   | The appendices to
 this Contract and the Contract itself shall have the same legal effect.                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | 1.2.3                                                                                                                                                                                                                                                                                                                   | This Agreement
 shall have binding effect on the legal successor or assignee of either Party,
 provided otherwise agreed by the Parties. In the event specified in this
 clause, relevant obligator shall perform necessary notification obligation
 and carry out all legal procedures according to law.                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | 1.2.4                                                                                                                                                                                                                                                                                                                   | A day, month or
 year referred to in this Contract shall all refer to the day, month or year
 of the Gregorian calendar.                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                        
|2   | Representations
 of Each Party                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | Each Party
 represents to the other Party that:                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                        
|2.1 | It is an
 enterprise legally established and existing under the law, and has the power
 to execute and perform this Contract.                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                        
|2.2 | It has completed
 all procedures (including procedures for obtaining the requisite approvals,
 business license and power business permits, etc., from the government)
 necessary for the execution and performance of this Agreement, which are
 legal and effective.                                                 
|    |                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                        
|2.3 | As of the date of
 execution of this Agreement, no judgment, award, decision or any specific
 administrative action, which may have material adverse effects on the ability
 to perform this Agreement, has been declared or taken by any court,
 arbitration organ, administrative authorities or regulatory agencies.
|    |                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                        
|2.4 | It has completed
 all procedures for obtaining the internal authorizations necessary for the
 valid execution of this Contract. The signatory of this Contract shall be its
 legal representative or entrusted agent. Once this Contract comes into force,
 it shall have legal binding effect on both Parties.        
|    |                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                        
|3   | Obligations of
 Each Party                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.1 | Party As
 obligations shall include:                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | 3.1.1                                                                                                                                                                                                                                                                                                                   | purchasing the
 power generated from Party B in accordance with this Contract;                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | 3.1.2                                                                                                                                                                                                                                                                                                                   | abiding by the
 Grid Connection and Dispatching Agreement entered into by the Buyer and the
 Seller, operating and maintaining the power transmission and transformation
 facilities, ensuring safety of the power system and operating in an efficient
 and economical manner in accordance with the standards of the state and the
 power industry;                                                                  
|    |                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | 3.1.3                                                                                                                                                                                                                                                                                                                   | performing power
 dispatching work and disclosing information in an open, fair and equitable
 manner in accordance with relevant state provisions, and providing
 information about the power load, back-up capacity, operation of transmission
 and transformation facilities, etc.;                                                                                                                                  

4

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 3.1.4                                                                                                                                                                                                                                                                                                                                                                                                                                                      | providing the power required for the restart of the units of
 generators of Party B to Party B in accordance with the relevant state
 provisions or agreement between the Parties;                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.2 | Party Bs obligations shall include:                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 3.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                      | selling power conforming to the standards of the state and the power
 industry to Party A according to this Contract;                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 3.2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                      | abiding by the Grid Connection and Dispatching Agreement entered into
 by the Parties, submitting to the unified power dispatching, operating and
 maintaining the facilities of Party B in accordance with the standards of the
 state, the power industry and the dispatching regulations, ensuring that the
 operating capacity of the generators reach the technical standards and
 provisions formulated by the relevant state authorities, maintaining safety
 of the power system and operating in an efficient and economical manner;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 3.2.3                                                                                                                                                                                                                                                                                                                                                                                                                                                      | providing reliability indicator of the set of generators and
 operation of the equipment of Party B to Party A on a monthly basis;
 reporting any equipment defects in a timely manner, regularly submitting the
 generators checking and repairing plan, and strictly observing the generators
 checking and repairing plan which has been uniformly arranged and balanced by
 Party A and agreed by both Parties;                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 3.2.4                                                                                                                                                                                                                                                                                                                                                                                                                                                      | not supplying power directly to users without approval of relevant
 state authorities.                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4   | Purchase and Sale of Electric Quantity                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.1 | Electricity                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | Party Bs total installed capacity is 40MW; the maximum or
 minimum load of a single unit is 24.2MW or 0MW
 respectively.                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.2 | Power generation load performance curve                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The power generation load performance curve means a regular power
 dispatching curve agreed by both Parties. It indicates the ratio of electric
 quantity of each time period of a day against the total electric quantity
 generated that day. Principles for determining Party Bs power generation
 load performance curve of the current year shall be discussed and determined
 by both Parties, and be implemented according to the following table:

|                   |  |     |    |      |  |       |  |       |    |     |  |      |  |      |    |      |  |       |  |      |    |      |  |      |  |  |    |  |  |    |  |  |    |  |  |    | 
|------------------ |  | --- | -- | ---- |  | ----- |  | ----- | -- | --- |  | ---- |  | ---- | -- | ---- |  | ----- |  | ---- | -- | ---- |  | ---- |  |  | -- |  |  | -- |  |  | -- |  |  | -- | 
|Month              |  | Jan |    | Feb. |  | March |  | April |    | May |  | June |  | July |    | Aug. |  | Sept. |  | Oct. |    | Nov. |  | Dec. | 
|                   |  |     |    |      |  |       |  |       |    |     |  |      |  |      |    |      |  |       |  |      |    |      |  |      | 
|Peak Hour Period   |  |     | 60 |      |  | 50    |  |       | 50 |     |  | 50   |  |      | 50 |      |  | 41    |  |      | 39 |      |  | 39   |  |  | 38 |  |  | 43 |  |  | 50 |  |  | 55 | 
|                   |  |     |    |      |  |       |  |       |    |     |  |      |  |      |    |      |  |       |  |      |    |      |  |      |  |  |    |  |  |    |  |  |    |  |  |    | 
|Normal Hour Period |  |     | 20 |      |  | 25    |  |       | 25 |     |  | 25   |  |      | 33 |      |  | 35    |  |      | 35 |      |  | 35   |  |  | 38 |  |  | 33 |  |  | 29 |  |  | 27 | 
|                   |  |     |    |      |  |       |  |       |    |     |  |      |  |      |    |      |  |       |  |      |    |      |  |      |  |  |    |  |  |    |  |  |    |  |  |    | 
|Trough Hour Period |  |     | 20 |      |  | 25    |  |       | 25 |     |  | 25   |  |      | 17 |      |  | 24    |  |      | 26 |      |  | 26   |  |  | 25 |  |  | 24 |  |  | 21 |  |  | 18 | 

|    |                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------
|4.3 | Annual Contractual
 On-grid Electric Quantity                                                                                                  
|    |                                                                                                                                                
|    | The Parties have, after consultations, determined that the Annual
 Contractual On-grid Electric Quantity of the current year is 148,980,000kWh.

5

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| |                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In view of the
 annual repair plan and the law of power supply and demand, the allotment of
 Annual Contractual On-grid Electric Quantity for each month is set out in the
 following table:

Unit: 10,000 kWh

|      |  |                            |       |                              |  |                                |  |                                |      |  |  |      | 
|----- |  | -------------------------- | ----- | ---------------------------- |  | ------------------------------ |  | ------------------------------ | ---- |  |  | ---- | 
|Month |  | On-grid Electric
 Quantity |       | Peak Hour
 Electric Quantity |  | Normal Hour
 Electric Quantity |  | Trough Hour
 Electric Quantity |     
|      |  |                            |       |                              |  |                                |  |                                |     
|Jan.  |  |                            | 424   |                              |  | 254                            |  |                                | 85   |  |  | 85   | 
|      |  |                            |       |                              |  |                                |  |                                |      |  |  |      | 
|Feb.  |  |                            | 347   |                              |  | 173                            |  |                                | 87   |  |  | 87   | 
|      |  |                            |       |                              |  |                                |  |                                |      |  |  |      | 
|March |  |                            | 376   |                              |  | 188                            |  |                                | 94   |  |  | 94   | 
|      |  |                            |       |                              |  |                                |  |                                |      |  |  |      | 
|April |  |                            | 584   |                              |  | 292                            |  |                                | 146  |  |  | 146  | 
|      |  |                            |       |                              |  |                                |  |                                |      |  |  |      | 
|May   |  |                            | 594   |                              |  | 297                            |  |                                | 198  |  |  | 99   | 
|      |  |                            |       |                              |  |                                |  |                                |      |  |  |      | 
|June  |  |                            | 1584  |                              |  | 652                            |  |                                | 559  |  |  | 373  | 
|      |  |                            |       |                              |  |                                |  |                                |      |  |  |      | 
|July  |  |                            | 2277  |                              |  | 891                            |  |                                | 792  |  |  | 594  | 
|      |  |                            |       |                              |  |                                |  |                                |      |  |  |      | 
|Aug.  |  |                            | 2277  |                              |  | 891                            |  |                                | 792  |  |  | 594  | 
|      |  |                            |       |                              |  |                                |  |                                |      |  |  |      | 
|Sept. |  |                            | 2277  |                              |  | 854                            |  |                                | 854  |  |  | 569  | 
|      |  |                            |       |                              |  |                                |  |                                |      |  |  |      | 
|Oct.  |  |                            | 1980  |                              |  | 849                            |  |                                | 660  |  |  | 471  | 
|      |  |                            |       |                              |  |                                |  |                                |      |  |  |      | 
|Nov.  |  |                            | 1188  |                              |  | 594                            |  |                                | 339  |  |  | 255  | 
|      |  |                            |       |                              |  |                                |  |                                |      |  |  |      | 
|Dec.  |  |                            | 990   |                              |  | 540                            |  |                                | 270  |  |  | 180  | 
|      |  |                            |       |                              |  |                                |  |                                |      |  |  |      | 
|Total |  |                            | 14898 |                              |  | 6475                           |  |                                | 4876 |  |  | 3546 | 

|    |                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | The dispatching agency shall issue Party Bs daily power generation
 load performance curve on a daily basis in accordance with the electric
 quantity agreed by both Parties and in consideration of actual operation of
 Yunnan grid.                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                 
|4.4 | Allowed range of discrepancy of the actual power generation capacity
 rate                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                 
|    | In any time period, the allowed range of discrepancy between the
 Party Bs actual power generation capacity and the capacity specified on the
 planned daily power generation dispatching curve (including temporary
 adjustment curve) shall be -3% ~ 3% (except the discrepancy caused by Party
 Bs AGC input in remote control period).
|    |                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                 
|4.5 | The accumulative purchased (sold) electric quantity and
 short-purchased or short-sold electric quantity                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 4.5.1                                                                                                                                                                                                                                                                                                                                        | The Annual (Monthly) Accumulative Purchased (Sold) Electric Quantity
 means Party Bs actual annual (monthly) electric quantity connected to the
 grid. The short-fall between the Annual (Monthly) Accumulative Purchased
 (Sold) Electric Quantity and the Annual Contractual On-grid Electric Quantity
 shall be a Partys annual (monthly) short-purchased or short-sold electric
 quantity.
|    |                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                              | A Partys short-purchased or short-sold electric quantity shall be
 calculated, documented in statistics, confirmed and announced on a monthly
 basis, and be                                                                                                                                                                                                                                   

6

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     | evaluated on a quarterly basis. The default Party shall pay the
 liquidated damages to the other Party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 4.5.2                                                                                                                                                                                                                                                                                                                                                                                                               | The tariff of the Annual (Monthly) Accumulative Purchased (Sold)
 Electric Quantity shall be settled in accordance with the on-grid tariff set
 out in Clause 5.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 4.5.3                                                                                                                                                                                                                                                                                                                                                                                                               | Party As short-purchased electric quantity shall be evaluated at the
 end of each quarter. If Party As quarterly accumulative purchased electric
 quantity is less than the quarterly contractual on-grid electric quantity as
 a result of a default for which Party A is solely responsible, where the
 short-purchased is less than 3%, it shall not be evaluated; where the
 short-purchased is more than 3% (inclusive), Party A shall pay the liquidated
 damages to Party B for such short-purchased electric quantity in accordance with
 the results worked out according to the following calculation formula:
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     | The short-purchased electric quantity = Contractual on-grid electric
 quantity - accumulative purchased electric quantity - Short-purchased on-grid
 electric quantity due to a force majeure event occurred to either Party -
 Short-sold electric quantity due to reasons attributable to Party B                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     | Liquidated damages for the short-purchased electric quantity =
 short-purchased electric quantity x tariff specified in Clause 5.1 x 10%                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 4.5.4                                                                                                                                                                                                                                                                                                                                                                                                               | Party Bs short-sold electric quantity shall be evaluated at the end
 of each quarter. If Party Bs quarterly sold electric quantity is less than
 the quarterly contractual on-grid electric quantity as a result of a default
 for which Party B is solely responsible, where the short-sold is less than
 3%, it shall not be evaluated; where the short-sold is more than 3%
 (inclusive), Party B shall pay the liquidated damages to Party A for such
 short-sold electric quantity in accordance with the results worked out
 according to the following calculation formula:                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     | The short-sold electric quantity = Contractual on-grid electric
 quantity - accumulative sold electric quantity - Short-sold on-grid electric
 quantity due to a force majeure event occurred to either Party - Short-sold
 electric quantity due to reasons attributable to Party A                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     | Liquidated damages for the short-sold electric quantity = short-sold
 electric quantity x tariff specified in Clause 5.1 x 10%                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.6 | In the event of dispatching, grid connection operation, management or
 evaluation of the support service related to active (reactive) curve,
 frequency regulation (peak hour regulation), unplanned outage, relevant
 provisions and measures of the state shall be followed.                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|5   | On-grid Tariff                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|5.1 | Tariff for On-grid Electric Quantity                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | As approved by relevant state pricing authority, the on-grid tariff
 shall be season tariff: 0.247yuan/Kwh (including tax) for dry season
 (from January to April, December); 0.222yuan/Kwh (including tax) for
 normal water season (May and November); 0.197yuan/Kwh (including tax)
 for wet season (from June to October). Where the tariff is adjusted by any
 state policy, relevant policy shall be applied.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|5.2 | Tariff for Off-grid Electric Quantity: it shall be determined
 according to the Power Supply Contract separately entered into by Party B and
 the power supply entity of the power supply area where it is located.                                                                                                                                                                                                

7

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|    |                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ----------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6   | Power Measurement                                                                  
|    |                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|6.1 | Metering Point                                                                     
|    |                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | The on-grid and off-grid electric quantity metering points of Party B
 are located:
|    |                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (1)                                                                                 | at the point on the outgoing line of switch 161 of Party Bs
 110KV Puxiaofu north line.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                     | At every metering point, one time-of-use active kilowatt-hour meter
 and one time-of-use reactive kilowatt-hour meter for measuring on-grid and
 off-gird electric quantity shall be equipped. Such kilowatt-hour meters shall
 be compatible with Party As measuring system and the electricity fees shall
 be settled based on the measurement. The two kilowatt-hour meter shall have
 same type, same specification and same accuracy degree. They shall be
 equipped as a main meter and an auxiliary meter which will be indicated when
 they are installed.                                                                                                                                                                                                                                                                                                                  
|    |                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|6.2 | Electric Quantity Measuring Devices and Relevant Equipments                        
|    |                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 6.2.1                                                                               | An electric quantity measuring device shall include the kilowatt-hour
 meter, voltage mutual inductor for measurement, current mutual inductor and
 second return circuit, electric quantity measurement container/screen/box,
 etc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                     | Electric Energy Remote Terminal Unit shall mean a device which can
 accept the data transmitted by the kilowatt-hour meter and acquire, process,
 store by time period, reserve for a long term and transmit such data.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                     | Management System of Electric Quantity Information Collection Centre
 shall mean the system which can automatically acquire, store by time period,
 record in statistics and analyze the remote data.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 6.2.2                                                                               | The electric quantity measuring devices shall be allocated in
 accordance with the requirements set out in the Electric Quantity Measuring
 Device Technical Management Regulations (DL/T4482000). The second return
 circuit of the voltage mutual inductor shall not be inserted any auxiliary
 connection point of the partition switch, nor any voltage-compensating device
 of any kind.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 6.2.3                                                                               | The measurement of electric quantity shall be measured by the three
 phase electronic multi-functional kilowatt-hour meter. The technical
 functions of the kilowatt-hour meters shall conform to the requirement of
 Alternating Current Static Kilowatt-hour Meters for Active Energy (accuracy
 degree 0.2S and 0.5S) (GB/T 17883-1999) and Multi-functional Kilowatt-hour
 Meter (DL/T 614-1997). The kilowatt-hour meters shall be equipped with
 standard communication interface, functions of recording of losing voltage,
 recording of losing voltage time, time comparison, recording of events, etc.
 The kilowatt-hour meter shall also have the functions of local data
 communication (or through electric energy remote terminal) and remote
 transmission, and be able to connect the Buyers Management System of
 Electric Quantity Information Collection Centre.
|    |                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                     | The technical functions of the Electric Energy Remote Terminal Units
 shall meet the requirements of Electric Energy Remote Terminal Unit (DL/T
 743-2001). Such units shall have the function of recording by a load
 performance curve on daily basis, support network communications, send
 information to at least two Management Systems of Electric Quantity
 Information Collection Centre at the same time, have good compatibility and
 adequate preventive measures to guard against any non-authorized person from
 accessing.                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                     | If the functions of the kilowatt-hour meters cannot meet the
 requirements listed in this Clause, the Electric Energy Remote Terminal Units
 must have the functions which the kilowatt-hour meters do not have.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

8

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6.3 | The on-grid electric quantity measuring devices shall be bought,
 installed and adjusted at Party Bs cost. Party B shall be responsible for
 the daily management and maintenance of such devices. The off-grid electric
 quantity measuring devices shall be bought, installed and adjusted at Party
 As cost (as agreed in the power supply contract). Party A shall be
 responsible for the daily management and maintenance of such devices and
 Party B shall assist in such daily management and maintenance (as agreed in
 the power supply contract).        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | In respect of the electric quantity measuring devices which have been
 put into operation, the technical functions and the management status of such
 electric quantity measuring devices shall be identified by an electric
 quantity measurement and inspection agency confirmed by both Parties and
 recognized by relevant state measurement administrative authority in
 accordance with this Clause. In case of any item which cannot meet the
 requirements, it shall be improved within a time limit through negotiation of
 the Parties.                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|6.4 | The verification of the measuring devices at the metering points
 shall be conducted jointly by the representatives designated by each of the
 Parties. In case of any discrepancy regarding the verification results, one
 Party shall notify the other Party in writing within 3 days. A measuring
 device verification organization with relevant qualification which is jointly
 engaged by both Parties shall conduct re-verification. The results given by
 such verification organization engaged by both Parties shall be final and
 binding upon both Parties.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | If the Party claiming any discrepancy fails to declare it in writing
 within 3 days, it shall not constitute a discrepancy. The verification
 results initially concluded by both Parties shall be valid.                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | In case of any abnormity or malfunction of the electric quantity
 measuring devices during operation, Party B shall promptly give notice to
 Party A and take necessary measures to deal with it as soon as possible. The
 electric quantity during the period of abnormity shall be determined
 according to the Measurement Technical Agreement Between Party A and Party B.                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|6.5 | The monthly electric quantity measured at the metering points shall
 be read by Party B at 24:00 pm at the end of the month and shall be confirmed
 by Party A. (Upon the construction acceptance of Party As electricity fee
 calculation system regarding the electric quantity as confirmed by Party B,
 the monthly electric quantity measured at the metering points shall be read
 by Party A at 24:00 pm at the end of the month and shall be confirmed by
 Party B.)                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7   | Electric Quantity Measurement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7.1 | Electric Quantity Measurement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | 7.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | On-grid electric quantity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | The on-grid electric quantity means the electric quantity transmitted
 from Party As units to Party B. It shall be the calculated value of the
 accumulative value of output electric quantity calculated on the basis of the
 readings collected from the electric quantity measuring point in accordance
 with Clause 6.1 net 1% for line loss..                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | 7.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Off-grid electric quantity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | The off-grid electric quantity means the electric quantity
 transmitted from the grid to Party B during the commissioning period started
 by Party B, or the period when all units stop working or any other reasons
 attributable to Party B. It shall be the accumulative value of the input
 electric quantity calculated on the basis of the readings collected from the
 electric quantity measuring point and all the input electricity of the
 back-up transformer (to be agreed by the supply and use agreement).
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | 7.1.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Party Bs on-grid electric quantity and the off-grid electric
 quantity must not be mutually set off (except the grid crossing capacity).                                                                                                                                                                                                                                                                                                                                                                                

9

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|    |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|8   | Electricity Fees Settlement and Payment                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|8.1 | Electricity Fee Calculation                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | The on-grid electricity fee shall be calculated according to the
 formula below:                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | On-grid electricity fee = On-grid electric quantity due for
 settlement ×Tariff specified in Clause 5.1                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|8.2 | Electricity Fee Settlement                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 8.2.1                                                                                                                                                                                                                                                                                                                                            | The settlement of electricity fee shall be conducted on a monthly
 basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 8.2.2                                                                                                                                                                                                                                                                                                                                            | After the two Parties taking the readings in accordance with Clause
 6.5, Party B shall submit each current months generated electric quantity
 and on-grid electric quantity to Party A before the 2nd business day of the
 next month. The electricity fee of the current month shall be paid on the
 25th of the next month after Party A has received the VAT invoice issued by
 Party B, and shall all be cleared by the month end. If Party B fails to
 submit the formal monthly electric quantity statement or the invoice to Party
 A as scheduled, the date of payment of electricity fee to be made by Party A
 shall be extended accordingly.
|    |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                  | If Party A fails to pay the on-grid electricity fee within the agreed
 period of time for whatever reasons, it shall pay the liquidated damages at
 the rate of 0.3 of the payable fee amount on a daily basis commencing on the
 date of default.                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 8.2.3                                                                                                                                                                                                                                                                                                                                            | The tariff of electricity transmitted from Party A to Party B shall
 be settled in accordance with the Power Supply and Use Contract entered into
 by and between Party B and the power supplier of the place where Party B is
 located.                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|8.3 | Payment of Electricity Fee for Adjustment of Measuring Error                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | Pursuant to Clause 6.4 of this Contract, in the event of a measuring
 error, if Party A shall pay an additional payment to Party B, or Party B
 shall repay a payment to Party A, the Parties shall enter into a written
 agreement, according to which the relevant payment shall be made together
 with the settlement of the electricity fee.
|    |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|8.4 | Annual Settlement of Liquidated Damages, Compensation and the
 Non-planned Outage Evaluation                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | The liquidated damages, compensation and the non-planned outage
 evaluation shall be settled on a monthly basis. For those liquidated damages,
 compensation and the non-planned outage evaluation that have not been
 settled, the Parties shall complete the settlement of the previous year
 before the end of January of the next year.     
|    |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|8.5 | Data and Record                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | Both Parties agree to respectively keep the original data and records
 for checking the accuracy of the statements, recorded examinations or
 calculations to a reasonable extent according to this Contract.                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|9   | Force Majeure                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|9.1 | If the occurrence of the Event of Force Majeure totally or partially
 prevents a Party performing any of its obligations under this Contract, such
 Party may suspend performing its obligations, provided that:                                                                                                                                

10

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                  
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | the extent to and time period for the obligation exemption or delay
 shall not exceed the extent and time period as reasonably required for
 eliminating the impact caused by the Event of Force Majeure;        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                  
|     | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | the Party which is affected by the Event of Force Majeure shall
 continue its other obligations under this Contract which are not affected by
 the Event of Force Majeure, including all due payment obligations;
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                  
|     | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | once the Event of Force Majeure ends, such Party shall resume the
 performance of this Contract as soon as possible.                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                  
|9.2  | If any Party is prevented from performing this Contract due to any
 Event of Force Majeure, such Party shall promptly notify the other Party and
 issue a formal notice in writing to the other Party within 3 days, indicating
 the occurrence date of the Event of Force Majeure, the time period during
 which the Event of Force Majeure is estimated to last, the nature of the
 event, the impact on the performance of such Party of this Contract, and any
 measures that have been taken by such Party to reduce the impact of such
 Event of Force Majeure.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                  
|     | At the request of the other Party, the Party which is affected by any
 Event of Force Majeure shall provide the other Party with an evidential
 document in relation to the occurrence of the Event of Force Majeure within
 30 days from the date on which such event occurs (in case of interruption of
 communication, from the date on which the communication resumes) issued by
 relevant notary office of the place where the force majeure occurs.                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                  
|9.3  | Both Parties affected by the Event of Force Majeure shall take
 reasonable steps to reduce the losses suffered by one or both of the Parties.
 Both Parties shall negotiate and implement remedial plans and reasonable
 alternative measures in a timely manner in order to reduce or eliminate the
 impact of the Event of Force Majeure.                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                  
|     | If the Party which is affected by the Event of Force Majeure fails to
 make its best efforts to take reasonable measures to mitigate the influence
 of the Event of Force Majeure, such Party shall bear any additional losses
 caused by such act.                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                  
|9.4  | If the Event of Force Majeure prevents a Party from performing its
 obligations for more than 7 days, the Parties shall negotiate the conditions
 to continue this Contract or terminate this Contract. If both Parties fail to
 reach an agreement on the conditions to continue this Contract or on the
 termination of this Contract within 10 days from the occurrence of the Event
 of Force Majeure, any Party has the right to notify the other Party to
 terminate this Contract, unless otherwise provided in this Contract.                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                  
|9.5  | In case of any governments behavior, change of law or any
 significant change of the power market, resulting in the failure of Party B
 or Party A to perform their obligations to sell or purchase the electricity,
 both Parties shall find a solution through negotiation in the light of fair
 and reasonable principle.                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                  
|10   | Default Liability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                  
|10.1 | Any Partys failure to perform this Agreement shall be deemed as a
 breach of contract, and the other Party shall be entitled to require the
 defaulting party to compensate any economic loss due to such default.                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                  
|10.2 | Where a Party breaches the Contract, the non defaulting Party shall
 promptly notify the defaulting Party to stop such breach and send a written
 notice to the defaulting Party as soon as possible, requiring it to remedy
 its breach and asking it to pay any liquidated damages as agreed in this
 Contract. The defaulting Party shall promptly take steps to remedy its breach
 and pay any liquidated damages or compensate the other Partys against any
 loss according to the breach as confirmed under this Contract.                                    

11

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                     
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------
|10.3 | If any Party expressly, or by its behavior, shows that it will not
 perform its obligations prior to the expiry date of the obligation
 performance period as agreed in this Contract, the other Party shall require
 the first Party to bear default liability.                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                     
|11   | Effectiveness and Term of the Contract                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                     
|11.1 | This Contract shall come into force upon the execution by the legal
 representatives or authorized representatives of both Parties and affixture
 of seals by both Parties and effectiveness of the Grid Connection and
 Dispatching Agreement.                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                     
|11.2 | The term of this Contract shall be from 1 January 2011 to 31
 December 2011.                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                     
|12   | Applicable Law                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                     
|12.1 | The execution, effectiveness, construction, performance and dispute
 settlement in respect of this Contract shall be governed by PRC law.                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                     
|13   | Alteration, Transfer and Termination of the Contract                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                     
|13.1 | Any alteration, revision and supplementary to this Contract shall be
 in writing and the conditions for effectiveness shall the same as Clause
 11.1.                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                     
|13.2 | Party B and Party A expressly agree that neither of them has the
 right to transfer all or part of its rights and obligations under this
 Contract to a third party without prior written consent of the other Party.                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                     
|13.3 | During the term of this Contract, both Parties agree to make
 adjustments and amendments to relevant clauses of this Contract in the event
 of:                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                     
|     | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | any change of relevant state laws, regulations, rules and policies;                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                     
|     | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | any promulgation of rules, measures or regulations related to the
 electricity market by the state electricity regulatory authority.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                     
|14   | Dispute Settlement                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                     
|14.1 | Any dispute arising out of or in relation to the performance of this
 Contract shall be first settled by both Parties through negotiation. It may
 be submitted to the electricity regulatory authority for mediation. If no
 agreement can be reached through negotiation and mediation, the Parties agree
 to submit such dispute to Kunming Arbitration Commission for arbitration
 according to its arbitration rules. The arbitral award shall be final and
 binding on the Parties.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                     
|15   | Miscellaneous                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                     
|15.1 | Confidentiality                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                     
|     | Both Parties shall treat as confidential any materials and documents
 which are acquired from the other Party and could not be obtained from public
 domain. Without the consent of such other Party which provides such materials
 and documents, the Party shall not divulge any or all of such materials and
 documents to any third party, unless as otherwise required by the state.                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                     
|15.2 | Schedules of Contract                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                     
|     | Schedule: Measurement Technical Agreement Between Party A and Party B
 (separately signed)                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                     
|     | The Schedules to this Contract constitute integral parts of this
 Contract, and have the equal legal effect with this Contract. In case of any
 discrepancy between the body text of the Contract and the schedule, according
 to the nature of the discrepancy, the provision which is most relevant to the
 discrepancy and better suited to the discrepancy shall prevail. If the
 discrepancy                                                                                        

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | still exists after
 the above principles are adopted, both Parties shall determine which
 provision shall be used through faithful negotiation for the purpose of this
 Contract.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|15.3 | Entire Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | This Contract and
 its schedules constitute the entire agreement between the Parties in respect
 of the subject of this Contract, and shall supersede any prior discussions,
 negotiations, agreements and contracts between the Parties concerning this
 Contract.                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|15.4 | Notice and
 Delivery                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | Any notice,
 document and standard bill in connection with this Contract shall be in
 writing. They shall be deemed as received when the receiver signs for
 confirmation if they are sent by registered email, express mail or personal
 delivery. They shall be deemed as received when they are sent and received by
 fax. All notices, documents and standard bills shall come into force when
 they have been delivered or received. All notices, bills, materials or
 documents shall be sent to the addresses provided below in this Contract, or
 to the revised address where one Party notify the other Party of any change
 of its address.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|15.5 | Counterparts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | This Contract
 shall be executed in 4 original copies. Each of the Parties shall hold
 2 copies respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

| |                                 |  |                                                      
| | ------------------------------- |  | -----------------------------------------------------
| | Buyer: Yunnan Grid
 Company     |  | Seller: Luquan
 Xiaopengzu Power Generation Co., Ltd.
|
| | (seal)                          |  |                                                      
| |                                 |  | (seal)                                               
| |                                 |  |                                                      
| | Legal
 Representative:          |  | Legal
 Representative:                               
| |                                 |  |                                                      
| | (or Authorized
 Representative) |  | (or Authorized
 Representative)                      
| |                                 |  |                                                      
| | Date of Execution:              |  | Place of
 Execution: Kunming                         

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