| |             
| | ------------
| | Exhibit 10.2

BETWEEN

CHINA HYDROELECTRIC CORPORATION

AND

YOU LANG FEI

|                                                
|------------------------------------------------
|                                                
|SHARE TRANSFERAGREEMENT                         
|                                                
|For                                             
|                                                
|PINGNAN COUNTY YUANPING
 HYDROELECTRIC CO., LTD.
|                                                

---



CONTENTS

|              |                                                                |                                                                |    |   
|------------- | -------------------------------------------------------------- | -------------------------------------------------------------- | -- | --
|CHAPTER
 I    | DEFINITIONS
 AND INTERPRETATIONS                               |                                                                | 5 
|              |                                                                |                                                                |    |   
|              | Article 1                                                      | Definitions                                                    |    | 5 
|              |                                                                |                                                                |    |   
|CHAPTER
 II   | EQUITY
 STAKE TRANSFER                                         |                                                                | 7 
|              |                                                                |                                                                |    |   
|              | Article 2                                                      | Transfer of Equity Stake                                       |    | 7 
|              | Article 3                                                      | Share Transfer Price                                           |    | 7 
|              | Article 4                                                      | Payment                                                        |    | 8 
|              | Article 5                                                      | Taxes Payable under the
 Transfer of Equity Stake              |    | 9 
|              |                                                                |                                                                |    |   
|CHAPTER
 III  | REPRESENTATIONS
 AND WARRANTIES BY BOTH PARTIES                |                                                                | 9 
|              |                                                                |                                                                |    |   
|              | Article 6                                                      | Representations and
 Warranties by Both Parties                |    | 9 
|              |                                                                |                                                                |    |   
|CHAPTER
 IV   | DISCLOSURES,
 REPRESENTATIONS AND WARRANTIES BY THE TRANSFEROR |                                                                | 9 
|              |                                                                |                                                                |    |   
|              | Article 7                                                      | Disclosures,
 Representations and Warranties by the Transferor |    | 9 
|              | Article 8                                                      | General Representations
 and Warranties by the Transferor      |    | 15
|              | Article 9                                                      | Ownership                                                      |    | 15
|              |                                                                |                                                                |    |   
|CHAPTER
 V    | DISCLOSURES,
 REPRESENTATIONS AND WARRANTIES BY THE TRANSFEREE |                                                                | 16
|              |                                                                |                                                                |    |   
|              | Article 10                                                     | Disclosures,
 Representations and Warranties by the Transferee |    | 16
|              |                                                                |                                                                |    |   
|CHAPTER
 VI   | DELIVERY                                                       |                                                                | 17
|              |                                                                |                                                                |    |   
|              | Article 11                                                     | Delivery                                                       |    | 17
|              |                                                                |                                                                |    |   
|CHAPTER
 VII  | ARRANGEMENT
 OF DEBTS AND EMPLOYEES                            |                                                                | 20
|              |                                                                |                                                                |    |   
|              | Article 12                                                     | Arrangement of Debts                                           |    | 20
|              | Article 13                                                     | Employees                                                      |    | 20
|              |                                                                |                                                                |    |   
|CHAPTER
 VIII | CONFIDENTIALITY                                                |                                                                | 21
|              |                                                                |                                                                |    |   
|              | Article 14                                                     | Confidentiality                                                |    | 21
|              |                                                                |                                                                |    |   
|CHAPTER
 IX   | BREACH
 OF CONTRACT                                            |                                                                | 22
|              |                                                                |                                                                |    |   
|              | Article 15                                                     | Liability for Breach of a
 Representation or Warranty          |    | 22
|              | Article 16                                                     | Liability for Breach of
 Contract                              |    | 22
|              |                                                                |                                                                |    |   
|CHAPTER
 X    | FORCE MAJEURE                                                  |                                                                | 24
|              |                                                                |                                                                |    |   
|              | Article 17                                                     | Force Majeure                                                  |    | 24
|              |                                                                |                                                                |    |   
|CHAPTER
 XI   | RESOLUTION
 OF DISPUTES                                        |                                                                | 24
|              |                                                                |                                                                |    |   
|              | Article 18                                                     | Arbitration                                                    |    | 24
|              | Article 19                                                     | Validity of the
 Arbitration Award                             |    | 25
|              | Article 20                                                     | Continuation of Rights
 and Obligations                        |    | 25
|              |                                                                |                                                                |    |   
|CHAPTER
 XII  | APPLICABLE
 LAW                                                |                                                                | 25
|              |                                                                |                                                                |    |   
|              | Article 21                                                     | Applicable Law                                                 |    | 25
|              |                                                                |                                                                |    |   
|CHAPTER
 XIII | MISCELLANEOUS                                                  |                                                                | 26
|              |                                                                |                                                                |    |   
|              | Article 22                                                     | Waiver                                                         |    | 26
|              | Article 23                                                     | Transfer                                                       |    | 26

Page 2 of 32

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|            |                                |                                      |    |   
|----------- | ------------------------------ | ------------------------------------ | -- | --
|            | Article 24                     | Amendment                            |    | 26
|            | Article 25                     | Severability                         |    | 27
|            | Article 26                     | Language                             |    | 27
|            | Article 27                     | Validity of the Text and
 Appendices |    | 27
|            | Article 28                     | Notification                         |    | 27
|            | Article 29                     | The Entire Agreement                 |    | 28
|            |                                |                                      |    |   
|APPENDIX I  | EXISTING DEBTS OF THE COMPANY  |                                      | 30
|            |                                |                                      |    |   
|APPENDIXII  | LIST OF
 ASSETS OF THE COMPANY |                                      | 31
|            |                                |                                      |    |   
|APPENDIXIII | LIST OF
 SECURITY              |                                      | 32

Page 3 of 32

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SHARE
TRANSFERAGREEMENT

This
Share Transfer Agreement (hereinafter referred to as this Agreement) is
executed by and between the following Parties in Beijing, China on 3 December,
2011.

|                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1)                                                                                                                                                                                | Party A: China
Hydroelectric Corporation (hereinafter referred to as the Transferor), a company registered and
established in accordance with the laws of the Cayman Islands, with its
registered address at 558 Lime Rock Road, Lime Rock, Connecticut 06039, the
authorized representative of which is Li Tie, whose position is President and
his nationality is United States of America;
|                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                
|(2)                                                                                                                                                                                | Party B:
 You Lang Fei ((IMAGE)) (hereinafter
 referred to as the Transferee),
 a PRC citizen with the PRC ID card number 352229198107104033, and domicile at No.058, Jiujie Road,
 Luxia Village, Luxia Township, Pingnan County, Fujian Province.                                                                                                                                          
|                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                
|The
Transferor and Transferee are hereinafter collectively referred to as both Parties as well as each of the Transferor
and Transferee is hereinafter referred to as a Party.
|                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                
|WHEREAS:                                                                                                                                                                          
|                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                
|(1)                                                                                                                                                                                | Pingnan County Yuanping
 Hydroelectric Co., Ltd. (hereinafter referred to as the Company) is a wholly owned foreign
 enterprise incorporated in China, conducting the business of hydropower
 generation and hydropower development with its registered capital in the
 amount of RMB44,800,000;                                                                                             
|                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                
|(2)                                                                                                                                                                                | The Transferor holds one
 hundred percent (100%) of the equity stake of the Company, and can exercise
 all of its full rights as a shareholder;                                                                                                                                                                                                                                                
|                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                
|(3)                                                                                                                                                                                | Subject to the terms
 and conditions set out in this Agreement, the Transferor is willing to
 transfer one hundred percent (100%) (hereinafter referred to as the Equity Stake) of the equity stake of the
 Company held by it to the Transferee;                                                                                                                                            

Page 4 of 32

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|    |                                                                                                                                                                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(4) | The Transferee is
 willing to acquire one hundred percent (100%) of the equity stake of the
 Company from the Transferor subject to the terms and conditions set out in
 this Agreement.

Therefore,
after friendly consultations, on the principles of equality and mutual benefit,
both Parties to this Agreement have reached the following agreement in
accordance with the provisions of the Contract Law of the Peoples Republic of China,
the Company Law of the Peoples Republic of China, the Law of
the Peoples Republic of China on Foreign-funded Enterprises and
other relevant laws and regulations of the Peoples Republic of China:

CHAPTER
I DEFINITIONS AND INTERPRETATIONS

|          |            
|--------- | -----------
|Article 1 | Definitions

Unless
otherwise prescribed and stipulated herein, the following terms used in this
Agreement shall have the meanings set forth as follows:

The
Company refers to Pingnan County
Yuanping Hydroelectric Co., Ltd., a limited liability company registered and
established in accordance with the laws of China, with its registration number
being 350923100000668, registered capital being RMB44,800,000 and registered
address at Yuanping Village, Shoushan Township, Pingnan County.

The
Hydroelectric Station Project
refers to Yuanping Hydroelectric Station Technical Innovation Project with the
installed capacity of 16,000 KW, which is legally owned and operated by the
Company.

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

Page 5 of 32

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

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

Encumbrance refers to any mortgage,
assignment, lien, charge, pledge, title retention, right to acquire, security
interest, option, pre-emptive right, and any other restriction or conditions
whatsoever including but not limited to:

| |     |                                                                                                                                                                                                  
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | any right or power granted
 or reserved in or over or affecting the Equity Stake;                                                                                                                
| |     |                                                                                                                                                                                                  
| | (2) | the right or power
 created or otherwise arising in or over the Equity Stake for Transfer under a
 fiduciary transfer, charge, lien, pledge, power of attorney or other forms of
 encumbrance; or
| |     |                                                                                                                                                                                                  
| | (3) | any security over the
 Equity Stake for the payment of a debt or any other monetary obligations or
 the performance of any other obligations.                                                    

Examination and Approval Authority,
pursuant to the provisions for the examination and approval of projects which
have investments by foreign investors in the PRC, refers to the relevant
Chinese government departments having authority to examine and approve this
Agreement and the transfer of the Equity Stake contemplated in this Agreement.

Material Adverse Change refers to

| |     |                                                                                                                                   
| | --- | ----------------------------------------------------------------------------------------------------------------------------------
| | (1) | investigations (which
 may cause the Company to be punished) and penalties upon the Company by
 relevant governmental authorities;
| |     |                                                                                                                                   
| | (2) | involvement with any
 litigation, arbitration or any other judicial proceedings by the Company; or                                

Page 6 of 32

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| |     |                                                                                                                                                                                                                                                         
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (3) | any change (or any
 development that, insofar as can reasonably be foreseen, is likely to result
 in any change) that may cause loss to the financial conditions, business,
 assets or liabilities of the Company in the amount of more than RMB100,000.

RMB or Renminbi
refers to the legal currency of the PRC.

US Dollar or US$ refers to the legal currency of the United States of
America.

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

Business Days refers to the days on which
the banks in both Beijing and New York are open for business.

Chapter
II Equity Stake Transfer

|          |                         
|--------- | ------------------------
|Article 2 | Transfer of Equity Stake

Pursuant
to the terms stipulated in this Agreement, the Transferor agrees to transfer to
the Transferee and the Transferee agrees to accept from the Transferor the
Equity Stake being one hundred percent (100%) of the equity stake of the
Company with all the rights and obligations of and attaching to the Equity
Stake including, without limiting the generality thereof, all the rights to
receive dividends and to receive or subscribe for shares (if any) declared,
paid or issued by the Company and free of any Claims or Encumbrances.

|          |                     
|--------- | --------------------
|Article 3 | Share Transfer Price

The
Transferor and Transferee, after consultations, have finally determined that
the price for the Equity Stake shall be agreed at RMB71,050,000 (hereinafter
referred to as the Transfer Price).

Page 7 of 32

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|          |        
|--------- | -------
|Article 4 | Payment

The
Transferor and Transferee, after consultations, have agreed that the Transfer
Price under this Agreement shall be paid in two (2) instalments:

| |     |                                                                                                                                                                                                                                   
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | RMB35,050,000 shall be
 paid by the Transferee to the Transferor within ten (10) Business Days after this
 Agreement has been approved in writing by the Examination and Approval
 Authority;                                     
| |     |                                                                                                                                                                                                                                   
| | (2) | RMB36,000,000 shall be
 paid by the Transferee to the Transferor within ten (10) Business Days after the
 alteration registration of the Equity Stake with the local administration for
 industry and commerce has been completed.

The
information in relation to the bank account designated by the Transferor for
the receipt of the Transfer Price is set out as follows:

Beneficiary
Name: []

Opening
Bank: []

Account
Number: [●]

The
obligations of the Transferee shall be deemed as having been fulfilled after the
Transfer Price has been fully remitted into the abovementioned bank account
designated by the Transferor and the Transferee shall not assume any responsibilities
or obligations in relation to the payment of the Transfer Price thereafter.

The
Transferor shall issue the receipts respectively to the Transferee within five
(5) Business Days after having received each instalments of the Transfer Price.
In the event that the Transferor fails to issue the receipts within the
prescribed time limit, the Transferee shall be entitled to claim for the liquidated
damages for the delayed performance in the amount of 0.5 of the Transfer Price
per day. In the event that the receipts issued by the Transferor are not in
compliance with the PRC laws and regulations which causes the Transferee and/or
the Company to suffer from any

Page 8 of 32

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damage
or loss, the Transferor shall assume liability for the full compensation
payable to the Transferee and/or the Company.

|          |                                                  
|--------- | -------------------------------------------------
|Article 5 | Taxes Payable under the Transfer
 of Equity Stake

Any
taxes or fees arising out of and payable pursuant to the fulfilment of the
terms of this Agreement by each of the Transferor and Transferee shall be paid
by the respective Party liable for the taxes or fees under the provisions of
relevant laws and regulations of China.

Chapter
III Representations and Warranties by Both Parties

|          |                                                
|--------- | -----------------------------------------------
|Article 6 | Representations and Warranties
 by Both Parties

| |     |                                                                                                                                                                                                                                                                                            
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 6.1 | Prior to the signing of
 this Agreement, if the signing party is a company, such company shall provide
 a power of attorney which authorizes its representative to sign this
 Agreement.                                                                                                   
| |     |                                                                                                                                                                                                                                                                                            
| | 6.2 | Both Parties to this
 Agreement agree to strive jointly in coordinating the work pertaining to the
 transfer of the Equity Stake, including but not limited to application for
 approvals, registration, etc., and the costs and expenses arising
 therefrom shall be borne by the Company.

Chapter
IV Disclosures, Representations and Warranties by the Transferor

|          |                                                               
|--------- | --------------------------------------------------------------
|Article 7 | Disclosures, Representations and
 Warranties by the Transferor

The
Transferor hereby represents and warrants to the Transferee that:

Page 9 of 32

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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                             
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------
| | 7.1 | No lawsuits,
 arbitrations, or other legal or administrative proceedings or governmental
 investigations are on-going against the Transferor that will severely affect
 their ability to sign this Agreement or fulfil their obligations under this
 Agreement.                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                             
| | 7.2 | The Transferor hereby
 undertakes that it will not take any action after the Signing Date that will
 cause any adverse impact on the Company. After the Signing Date, the Transferor
 shall normally operate and manage the Company until the completion of the
 delivery stipulated in this Agreement and warrant that there will be no Material
 Adverse Change to the operation, business and conditions of the Company.                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                             
| | 7.3 | The Transferor has
 disclosed to the Transferee all the materials and facts related to the
 Company it holds or knows, which have material and adverse impact on the
 ability of the Transferor for its duly execute its obligations under this
 Agreement, or have material impact on the willingness of the Transferee to
 enter into this Agreement or execute the obligations under this agreement
 when disclosed to the Transferee. In addition, the materials provided from
 the Transferor to the Transferee do not include any misleading or untrue
 representation.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                             
| | 7.4 | As of the Signing Date,
 the Transferor have informed the Third Party the whole matter of the transfer
 of the Equity Stake under this Agreement who are related to the Equity Stake
 and the Company; and in case of any requirement for the consent of such Third
 Party, the Transferor have already procured the corresponding written consent
 from such Third Party.                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                             
| | 7.5 | Regarding the documents
 and information provided by the Transferor to the Transferee prior to the
 Signing Date, the Transferor hereby undertakes that:                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                             
| |     | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | all copies made from
 original documents are true and complete and that such original documents are
 authentic and complete;

Page 10 of 32

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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                   
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | all originals supplied
 to the Transferee and/or the Transferees agencies are authentic and
 complete;                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                   
| |     | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | all signatures (stamps)
 appearing on documents supplied to the Transferee and/or the Transferees
 agencies as originals or copies of originals are genuine; and                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                   
| |     | (4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | the Transferor have
 drawn to the attention of the Transferee all matters that are material for the
 Transferee to proceed with the transaction as contemplated in this Agreement.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                   
| | 7.6 | Up to the Signing Date,
 the Company has never been involved in and is not currently involved in any
 administrative investigations, lawsuit, arbitration, disputes, Claims or
 other proceedings (no matter ongoing, pending or threatened), nor has the
 Company been punished, and the Transferor can foresee that no punishment is
 to be made against the Company by any administrative authorities of the PRC
 for the issues already existed before the transfer of the Equity Stake. Up to
 the Closing Date, the Transferor hereby warrants that all fees, charges,
 penalties and expenses payable to or being required to pay to any PRC
 governmental authority have been paid off. As of the date of delivery, there
 are no such fees, charges, penalties and expenses in default, nor are there
 any costs and/or expenses being required by any PRC governmental authority to
 be paid for any purpose of correcting defects and/or inappropriate actions of
 the Company in default. In the event that the Transferee and/or the Company
 suffers from any penalty, damage, loss,etc. due to any such administrative
 investigations, lawsuit, arbitration, disputes, Claims, penalties and/or
 other proceedings which existed before the completion of the transfer of the
 Equity Stake, the
 Transferor shall be liable for the full compensation on the Transferee and/or
 the Company.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                   
| | 7.7 | The Company legally
 owns all real estate (including but not limited to land, buildings, dams, headrace,
 power transmission lines, structures and affiliated facilities) and moveable
 assets (including but not limited to machines, equipments, vehicles, furniture
 and office facilities), which are requisite for its                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

Page 11 of 32

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| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| |      | business operation and shall
 be subject to the contents listed out in the assets list in Appendix II to
 this Agreement. All material aspects of all buildings, machines, equipments,
 vehicles and other assets owned by the Company are in good, safe and
 operational conditions (excluding the loss from normal usage), which are
 anticipated not to be repaired (excluding the daily requisite maintenance),
 replaced or supplemented within eighteen (18) months after the Signing Date.
 The Transferor hereby warrants and undertakes that commencing from the
 Signing Date, the real estate and movable assets mentioned above will not
 suffer from any loss or damage resulting from the actions of the Transferor.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 
| | 7.8  | In this Agreement, the Transferor
 has already disclosed all information about the debts of the Company. As of
 the payment date of second instalment, such information remains complete, reliable,
 accurate and genuine. As of the Signing Date, all debts of the Company have
 been set out in Appendix I to this Agreement, and all due principal and accrued
 interests of the debts listed out in Appendix I hereto prior to the Closing
 Date shall be borne by the Transferor. The Transferor shall assume
 liabilities for any undisclosed debts or unpaid due principal and interests of
 the Company so as to hold the Transferee and the Company harmless.                                                            
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 
| | 7.9  | As of the Signing Date,
 the Company has not carried out any equity investment in any other companies,
 enterprises,etc. In the event that the Company suffers from any
 damage or loss due to such undisclosed equity investment, the Transferor
 shall assume liabilities to fully compensate the Transferee and/or the
 Company.                                                                                                                                                                                                                                                                                                                                                                                               
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 
| | 7.10 | As of the Signing Date,
 except for the securities listed out in Appendix III to this Agreement, the
 Companys assets and rights are free from any other security (including but
 not limited to mortgage, pledge and lien) or any other Encumbrance, neither
 has the Company provided any security (including but not limited to mortgage,
 pledge and guarantee) for any other companies, enterprises, economic entities
 or any individuals. In the event that the Company suffers from any damage or
 loss due to such undisclosed security,                                                                                                                                                                                

Page 12 of 32

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| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| |      | the Transferor shall
 assume liabilities to fully compensate the Transferee and/or the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
| | 7.11 | As of the Signing Date,
 the Company has fully paid off all taxes required by the PRC laws and
 regulations, including but not limited to enterprise income tax, value-added
 tax, municipal construction tax and additional education fees. The Transferor
 shall assume liabilities for any unpaid taxes to the Transferee and/or the
 Company so as to hold the Transferee and/or the Company harmless.                                                                                                                                                                                                                                                                                                                                                                                                     
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
| | 7.12 | This Agreement becomes
 effective cannot or is impossible to cause the Third Party terminates the contracts
 or agreements executed by it with the Company prior to the effective date of this
 Agreement (inclusive) and are still effective up to the effective date of
 this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
| | 7.13 | Labour Contracts
 between the Company and the employees who are still employed by the Company upon
 the Signing Date have been legally and effectively executed. The social
 insurance registration for the employees of the Company has been legally and
 validly carried out. The various social insurance premiums, which shall be taken
 out for the employees according to relevant PRC laws and regulations, have
 been fully paid up in a timely fashion, and there has not been any payment for
 the employees social insurance premiums, salaries, and other welfares
 provided in PRC laws and the Companys internal regulations in default. As of
 the Signing Date, there has not been any situation which may cause the
 employees to bring labour arbitrations or lawsuits against the Company.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
| | 7.14 | The Company has taken
 out requisite insurances usually purchased by other enterprises within the
 same industry as reasonably required by its production and operation, all
 policies of which are still valid, all the due insurance premiums of which have
 been paid off, and all other material conditions of which have been fully
 fulfilled and observed. As of the Signing Date, there is no circumstance
 which may have caused or may cause the invalidity of the aforesaid insurance
 policies. The aforesaid insurance policies are free from                                                                                                                                                                                                                                                     

Page 13 of 32

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| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| |      | any special or unusual restrictions.
 As of the Signing Date, there have been no situations under which the Company
 could claim for compensation against the insurer in accordance with the
 aforesaid policies.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
| | 7.15 | All accounts,
 accounting books, ledger and financial records of the Company is made in
 accordance with the accounting procedures and standards stipulated by the
 Chinese accounting system, and have been recorded and completed duly,
 properly and accurately, without any kinds of material errors and deviations,
 reflecting all the transactions regarding to the Company truly and
 impartially and revealing the business financial, contractual situations of
 the Company during each fiscal period.                                                                                                                                                               
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
| | 7.16 | The Company is the
 legal owner of the Hydroelectric Station Project and can enjoy the full and
 complete ownership, operation right and right to profit of the Hydroelectric Station
 Project.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
| | 7.17 | Prior to the date of
 delivery, every aspect of the Hydroelectric Station Project, including but
 not limited to the hydrology, geology, water flow, dam safety and hydropower
 generator units, etc., is complied with the requirements for
 the normal power generation, and except for normal operation losses, is free
 from any flaw, defect or any other problems. In the event that the Transferee
 and/or the Company incur any damage or loss arising out of any flaw, defect
 or any other problem which has already existed before the transfer of the
 Equity Stake, the Transferor shall be liable for the full compensation on the
 Transferee and/or the Company.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
| | 7.18 | At any moment of
 present or in the future, upon the request of the Transferee, the Transferor
 shall, on its own expenses, make all efforts to carry out and/or conduct in a
 way which is satisfactory to the Transferee, or to impel the Third Party to
 carry out and/or conduct in a way which is satisfactory to the Transferee,
 any action and/or document which the Transferee reasonably deems requisite,
 in order to realize the full effectiveness and implementation of this
 Agreement.                                                                                                                                                                          

Page 14 of 32

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| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | 7.19 | Referring to the
 proposed guarantee of the Company on the bank loan in the amount of
 RMB24,000,000 by the Wangkeng Hydroelectric Station, in the event that such
 bank loan is successfully approved and granted, the Transferor undertakes to
 provide counter guarantee through Yuheng Company with one-year counter
 guarantee period; the aforesaid guarantee on the loan of the Company shall be
 relieved within one year. The Transferee agrees with the aforesaid
 arrangement.                                                                                                                                                                                                                                                                                                                            
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
| | 7.20 | The Transferor
 authorizes the Transferee, after the execution of this Agreement, to procure
 the governmental approval concerning raising the on-grid tariff of the
 Company on the Transferees expenses. This consignment shall be independent
 of other clauses in this Agreement. In the event of ineffectiveness,
 invalidity, dissolution or termination of this Agreement, the difference
 between the previous on-grid tariff and the raised one after being approved
 shall be owned by the Transferee within three (3) years (commencing from the
 date that the Company actually enjoy the raised electricity price). For the
 avoidance of doubt, this clause shall not apply to the raised price caused by
 the policy unified adjustment and the Transferee shall not enjoy the
 aforesaid difference.

|          |                                                          
|--------- | ---------------------------------------------------------
|Article 8 | General Representations and
 Warranties by the Transferor

The
Transferor is a legal entity that has been duly established according to the
laws and regulations of Cayman Islands and is validly and legally in existence.
Signing this Agreement and fulfilling all of its obligations stipulated herein
by the Transferor shall not contravene or result in the violation of or
constitute a failure to fulfil or an inability to fulfil any of the
stipulations in its articles of association or internal rules, any laws,
regulations, stipulations, any authorization or approval from any government
body or department or the stipulations of any contract or agreement that the
Transferor is a party to or is bound by.

|          |          
|--------- | ---------
|Article 9 | Ownership

Page 15 of 32

---



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 9.1 | The Transferor hereby
 undertakes and warrants that: the Transferor is the legal owners of the
 Equity Stake and has full authority and right to transfer the Equity Stake to
 the Transferee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 9.2 | The Transferor hereby
 undertakes and warrants that: up to the date of the alteration registration
 of equity stake transfer with the competent administration for industry and
 commerce, the Equity Stake is not subject to any Claims or Encumbrances
 (including but not limited to any form of option, acquisition right,
 mortgage, pledge, guarantee, lien or any other forms of third party rights
 and interest); and there is no agreement or undertaking in existence that may
 result in or create any Claim or Encumbrance on the Equity Stake (including
 but not limited to the aforesaid option, acquisition right, mortgage, pledge,
 guarantee, lien or any other forms of third party rights and interest).

Chapter
V Disclosures, Representations and Warranties by the Transferee

|           |                                                               
|---------- | --------------------------------------------------------------
|Article 10 | Disclosures, Representations and
 Warranties by the Transferee

The
Transferee hereby represents and warrants to the Transferor that:

| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.1 | The Transferee is a PRC
 citizen with all civil abilities to enter into this Agreement and fulfil all
 obligations stipulated herein. Signing this Agreement and fulfilling all
 obligations stipulated herein by the Transferee shall not contravene or
 result in the violation of or constitute a failure to fulfil or an inability
 to fulfil any of the stipulations in any laws, regulations, stipulations, any
 authorization or approval from any government body or department or the
 stipulations of any contract or agreement that the Transferee is a party to
 or is bound by.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 10.2 | No lawsuits,
 arbitrations, or other legal or administrative proceedings or governmental
 investigations, etc. are on-going against the Transferee that will                                                                                                                                                                                                                                                                                                                                                                                                                                

Page 16 of 32

---



| |      |                                                                                                                                                                                                            
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      | materially affect its
 ability to sign this Agreement or fulfil its obligations under this
 Agreement.                                                                                                     
| |      |                                                                                                                                                                                                            
| | 10.3 | The Transferee has the
 sufficient financial ability to afford the Transfer Price stipulated in this
 Agreement and make the payment in strict accordance with this Agreement.                             
| |      |                                                                                                                                                                                                            
| | 10.4 | Both Parties shall
 complete the foreign exchange procedure for the payment of Transfer Price by
 the Transferee to the Transferor in a timely fashion according to the
 relevant PRC laws and regulations.

Chapter
VI Delivery

|           |         
|---------- | --------
|Article 11 | Delivery

| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                      
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 11.1 | After this Agreement
 comes into force, the Transferor and Transferee shall immediately organize and
 establish a Delivery Team to actively carry out the delivery of the Company
 and the Hydroelectric Station Project, including but not limited to the delivery
 of the production, operation and management, financial affairs, assets
 sorting and counting, files and documents, certificates and licenses,
 approval documents, official stamps and the project constructions from the
 Transferor to the Transferee.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                      
| | 11.2 | The Transferor shall
 warrant making a full and complete delivery and there shall be no derogation
 between the Companys movable assets and real estate delivered to the
 Transferee and those listed out in the assets list of Appendix II to this
 Agreement.                                                                                                                                                                                                                                                             
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                      
| | 11.3 | The delivery shall include,
 without limitation, the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                      
| |      | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | the delivery of the rights
 of production, operation and management of the Company and the Hydroelectric
 Station Project to the authorized person by the Transferee;

Page 17 of 32

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| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (2) | the checking and counting
 of all the assets (including but not limited to the real estate and movable
 assets) of the Company by the Transferor and Transferee, the formulation of
 the list of the Companys assets, and the delivery of such assets, subject to
 the on-site confirmation by signing of the representatives respectively from
 the Transferor and Transferee; as for the derogated assets during the assets
 sorting and counting, the compensation shall be made by the Transferor in
 accordance with the appraisal value;
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | (3) | the delivery of the
 originals of all approvals, certificates and licences, permits and customer
 information, building ownership certificates, state-owned land use right
 certificates to the Transferee, except for the certificates or
 documents confirmed by the Transferee pledged in the banks;                                                                                                                                                                                                                                        
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | (4) | the delivery of the originals
 of all project drawings, contracts, agreements (including but not limited to grid
 connection and dispatching agreement, power sale and purchase contract, project
 contracts, equipment contracts, installation contracts and materials contracts)
 and other files and documents to the Transferee;                                                                                                                                                                                                           
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | (5) | the delivery of the originals
 of all financial accounting books, financial vouchers and the accounting
 files to the Transferee;                                                                                                                                                                                                                                                                                                                                                                                                              
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | (6) | the technology transfer
 and delivery of the list concerning the units contracting the construction
 works of the Hydroelectric Station Project, equipment manufacturer, design, project
 supervision, quality examination and transmission lines, etc. to the Transferee;                                                                                                                                                                                                                                                                     
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | (7) | the delivery of all other
 materials and files of the Company; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | (8) | other delivery reasonably
 required by the Transferee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

Page 18 of 32

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| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | 11.4 | The official stamp, financial
 stamp and contract stamp,etc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |      | All stamps of the
 Company, such as the official stamp, financial stamp and contract stamp, etc.
 (hereinafter referred to as the Old Stamps)
 shall be destroyed jointly by the Transferor and the Transferee, on the date
 of the completion of alteration registration of the Equity Stake with the
 local administration for industry and commerce under this Agreement. Meanwhile,
 the Transferee and/or the Transferor shall reapply to relevant authorities
 for the new official stamp, financial stamp and contract stamp, etc.(hereinafter
 referred to as the New Stamps).                                                                                                                                                                                                                               
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |      | Both Parties further
 confirm, otherwise agreed by this Agreement, that all the liabilities of the
 documents, materials, credit rights and debts, etc. formed by the Old Stamps
 shall be borne by the Transferor; In the event that the Company and/or the
 Transferee suffer(s) from any loss due to the documents, materials, credit
 rights and debts, etc. formed by the Old Stamps, the Transferor shall assume liabilities
 to fully compensate the Company and/or the Transferee.                                                                                                                                                                                                                                                                                                                               
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | 11.5 | 24 oclock of the date
 of alteration registration of the Equity Stake with the local administration
 for industry and commerce to the name of the Transferee is the point of time
 for the delivery of rights and interests between the Transferor and
 Transferee (Date of Delivery). Before this point of time, the due interests
 of the debts of the Company disclosed in Appendix I to this Agreement shall
 be borne by the Transferor. After this point of time, the balance of the
 principal listed in the Appendix I to this Agreement and the debts made after
 this point of time and the interests of the debts listed in Appendix I shall
 be borne by the Transferee. The debts of the Company made before the Closing
 Date which are undisclosed in this Agreement shall be borne by the
 Transferor.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | 11.6 | The delivery shall be fully
 completed within ten (10) Business Days from the date that the first
 instalment of Transfer Price submitted to the bank account designated by the
 Transferor. In addition, the completion of such delivery                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

Page 19 of 32

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| |      |                                                                                                                                                                                                                                                                                                            
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      | shall be subject to
 the written confirmation of the Transferee. After the completion of the delivery, the Transferor shall
 provide active cooperation when the Transferee reasonably requires further delivery
 in writing.                                                                              
| |      |                                                                                                                                                                                                                                                                                                            
| | 11.7 | The Transferor shall
 make sure the continuity, stability and safety of the production and
 operation of the Company during the process of the delivery.                                                                                                                                                   
| |      |                                                                                                                                                                                                                                                                                                            
| | 11.8 | The Transferor shall
 fully cooperate so as to complete the delivery. In the event that the
 Transferee or the Company after the transfer of the Equity Stake suffers from
 any damage due to the Transferor non-cooperation, the Transferor shall be
 liable for the compensation in accordance with law.

Chapter
VII Arrangement of Debts and Employees

|           |                     
|---------- | --------------------
|Article 12 | Arrangement of Debts

Both
Parties confirm that the amount of all debts principal of the Company is
RMB69,000,000 up to the Closing Date (details is set out in Appendix I to this
Agreement). After the Closing Date, all principal and interests of the
aforesaid debts shall be borne by the Transferee.

|           |          
|---------- | ---------
|Article 13 | Employees

| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 13.1 | Upon the completion of
 the transfer of the Equity Stake, the Company shall relocate current
 employees of the Company in accordance with law, and the terms and conditions
 of their employment including their remuneration for their employment shall
 be determined by reference to the current standards in principle and
 implemented in accordance with the Labour Law of the PRC, the Labour
 Contract Law of the PRC and other relevant Chinese laws and
 regulations.

Page 20 of 32

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| |      |                                                                                                    
| | ---- | ---------------------------------------------------------------------------------------------------
| | 13.2 | The Company shall
 protect the legal rights and interests of its employees in accordance with
 law.

Chapter
VIII Confidentiality

|           |                
|---------- | ---------------
|Article 14 | Confidentiality

| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                  
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 14.1 | Both Parties agree that
 unless otherwise provided in other relevant confidentiality agreements, with
 regard to the confidential and exclusive information that have been disclosed
 to or may be disclosed to the other Party by either Party to this Agreement
 pertaining to their respective businesses, or financial situations and other
 confidential matters, both Parties to this Agreement which have received the
 aforesaid confidential information (including written information and
 non-written information, hereinafter referred to as Confidential Information) shall:
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                  
| |      | 14.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Keep the aforesaid
 Confidential Information confidential;                                                                                                                                                                                                                                       
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                  
| |      | 14.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Save for the disclosure
 of the Confidential Information by a Party to this Agreement to its employees
 solely for the performance of their duties and responsibilities, neither of
 the Parties to this Agreement shall disclose the Confidential Information to
 any Third Party or any entity.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                  
| | 14.2 | The provisions of the
 aforesaid Article 14.1 shall not apply to Confidential Information:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                  
| |      | 14.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | which was available to
 the receiving Party from the written records procured by the receiving Party
 before the disclosing Party disclosed the information to the receiving Party;                                                                                                              

Page 21 of 32

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| |      |                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                           
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
| |      | 14.2.2                                                                                                                                                                                                                                                                                                                                               | which has become public
 information by means not attributable to any breach by the receiving Party;                                                      
| |      |                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                           
| |      | 14.2.3                                                                                                                                                                                                                                                                                                                                               | which was obtained, by
 the receiving Party from a Third Party not subject to any confidentiality
 obligation affecting the said Confidential Information.
| |      |                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                           
| | 14.3 | As far as any natural
 person or legal entity which has been a Party to this Agreement is concerned,
 notwithstanding that it has ceased to be a Party to this Agreement because of
 the transfer of its rights and obligations pursuant to the terms of this
 Agreement, the stipulations set out in this Chapter VIII shall remain binding
 on it.

Chapter
IX Breach of Contract

|           |                                                      
|---------- | -----------------------------------------------------
|Article 15 | Liability for Breach of a
 Representation or Warranty

| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 15.1 | If any representation
 or warranty made by either Party to this Agreement is found to be an error,
 or if any fact that has or is likely to have a major or substantial effect on
 the signing of this Agreement by either Party has been omitted, or if any
 representation or warranty is found to be misleading or untrue in any
 respect, the non-breaching Party shall be entitled to look to the defaulting Party
 for full compensation for any loss, damage, cost or expense arising from the
 erroneous, omitted, misleading or untrue representation or warranty of the defaulting
 Party or arising from any other breach of any representation and warranty
 given by the defaulting Party.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 15.2 | Each representation and
 warranty set out in this Agreement is to be construed independently.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

|           |                                 
|---------- | --------------------------------
|Article 16 | Liability for Breach of Contract

Page 22 of 32

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| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 16.1 | In the event of a
 breach committed by either Party to this Agreement, the said defaulting Party
 shall be liable to the other Party for the losses and damages or any other
 liabilities arising out of that defaulting Partys breach of contract in
 accordance with the provisions of this Agreement and the laws and regulations
 of China. In the event that both Parties to this Agreement commit a breach,
 each of the Parties shall be liable to the other Party for the losses and
 damages or any other liabilities incurred respectively.                                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 16.2 | Any violation of the
 obligations, representations and warranties under this Agreement by either
 Party of the Transferor or Transferee shall constitute a breach of contract,
 and the defaulting Party (ies) shall assume the liability to compensate all
 the losses due to the breach of contract to the other Party.                                                                                                                                                                                                                                                                                                                                                                                                             
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 16.3 | Any delayed performance
 of the obligations or the matters under this Agreement by either Party of the
 Transferor or Transferee shall constitute a breach of contract; however, the
 delayed performance or non-performance due to the other Partys advance
 performance obligation shall not constitute a breach of contract.                                                                                                                                                                                                                                                                                                                                                                                                      
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |      | The defaulting Party
 with delay in performance of this Agreement shall pay the liquidated damages
 per day in the amount of the Transfer Price multiplied by the one-year bank
 loan rate announced by the Peoples Bank of China to the non-defaulting
 Party; in the event that the defaulting Party delays to perform this
 Agreement over thirty (30) days, the non-defaulting Party is entitled to
 require the defaulting Party to pay three percent (3%) of the Transfer Price
 as liquidated damages. The receipt of the liquidated damages shall not
 prejudice the rights of the non-defaulting Party to claim for other remedies
 in accordance with other provisions of this Agreement and the PRC laws and
 regulations.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 16.4 | Either Party causes any
 breach of contract constituted by the unenforceability of performance of this
 Agreement, the defaulting Party shall compensate the other Party the
 liquidated damages in the amount of RMB10,000,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

Page 23 of 32

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Chapter X Force
Majeure

|           |              
|---------- | -------------
|Article 17 | Force Majeure

| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 17.1 | Force Majeure refers to
 earthquake, typhoon, flood, fire, war, political unrest and such special
 incidents or events that are deemed to be Force Majeure occurrences under the
 provisions of the relevant laws and regulations of China.                                                                                                                                                                                                                                                                                                                                         
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 17.2 | In the event of the occurrence
 of a Force
 Majeure event, the obligations of the Party to this Agreement
 affected by thisForce Majeureevent shall cease during the period of the Force
 Majeure
 event and any term or period set out in this Agreement to which the affected
 party is subject shall automatically be extended by a period equivalent to
 the term or period of the Force Majeure event, and the
 said Party shall not be liable for any liabilities arising out of a breach of
 contract as provided for in this Agreement for the duration of the Force
 Majeure.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 17.3 | The Party claiming the
 occurrence of a Force Majeure event shall promptly inform the other Party
 in writing, and within seven (7) days thereafter, it shall provide sufficient
 evidence (issued by the notary organization) for the occurrence and the
 continuity of theForce Majeure event. In addition, the
 Party claiming the occurrence of a Force Majeure event shall also do its
 best to eliminate the adverse effect of theForce Majeure event.                                                                                                                          

Chapter
XI Resolution of Disputes

|           |            
|---------- | -----------
|Article 18 | Arbitration

Page 24 of 32

---



| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 18.1 | Any dispute arising out
 of or in connection with this Agreement shall firstly be resolved through
 friendly consultation. In the event that sixty (60) days after the
 commencement of the friendly consultations, the dispute cannot be resolved
 through such means, either Party may submit the dispute to the China
 International Economic and Trade Arbitration Commission in Shanghai for
 arbitration in accordance with its prevailing valid arbitration rules. The arbitration
 place shall be in Shanghai.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 18.2 | The arbitration
 tribunal shall be composed by three (3) arbitrators, and the arbitration
 procedure shall be conducted in Chinese.                                                                                                                                                                                                                                                                                                                                                                                   

|           |                                   
|---------- | ----------------------------------
|Article 19 | Validity of the Arbitration
 Award

The
arbitration award shall be final and binding on both Parties to this Agreement.
Both Parties to this Agreement agree to be bound by the said award, and act
accordingly.

|           |                                        
|---------- | ---------------------------------------
|Article 20 | Continuation of Rights and
 Obligations

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

Chapter
XII Applicable Law

|           |               
|---------- | --------------
|Article 21 | Applicable Law

The
laws and regulations of the PRC shall govern and be binding on the
establishment, validity, interpretation and execution of this Agreement. All
disputes arising out of this Agreement shall be determined according to the
laws of the PRC. In the event the

Page 25 of 32

---



laws of the PRC do not make provision for a certain issue relating to this Agreement,
reference shall be made to general international business practices.

Chapter
XIII Miscellaneous

|           |       
|---------- | ------
|Article 22 | Waiver

The
failure or delay in the exercise of an entitlement stipulated in this Agreement
by either Party to this Agreement shall not be regarded as a waiver of the said
entitlement. Any single exercise or partial exercise of an entitlement shall
not rule out any future re-exercise of the said entitlement.

|           |         
|---------- | --------
|Article 23 | Transfer

Unless
otherwise described and prescribed in this Agreement, neither of the Parties to
this Agreement shall transfer or assign all or any part of that Partys
entitlement or obligations as stipulated in this Agreement provided that it has
not obtained the consent in writing from the other Party to this Agreement in
advance or the approval in writing from the Examination and Approval Authority
as required by the laws.

|           |          
|---------- | ---------
|Article 24 | Amendment

| |      |                                                                                                                                                                                                                                                                               
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 24.1 | This Agreement has been
 executed for the benefit of both Parties to this Agreement and their
 respective lawful successor(s) and assignees, and shall have legal binding
 effect on them.                                                                                    
| |      |                                                                                                                                                                                                                                                                               
| | 24.2 | This Agreement shall
 not be amended verbally. Any amendment to this Agreement shall become
 effective only upon the procurement of the written document indicating their
 consent signed by both Parties and the written approval of the Examination
 and Approval Authority.

Page 26 of 32

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|           |             
|---------- | ------------
|Article 25 | Severability

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

|           |         
|---------- | --------
|Article 26 | Language

This
Agreement is written in the Chinese language.

|           |                                     
|---------- | ------------------------------------
|Article 27 | Validity of the Text and
 Appendices

| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 27.1 | This Agreement shall become effective
upon the approval from the Examination and Approval Authority. The Chinese text
of this Agreement is executed in five (5) sets of original. Each Party shall
hold one (1) set of original, and one (1) set of original shall be sent to the
Examination and Approval Authority, the competent Administration for Industry
and Commerce and any other governmental authorities as required respectively.
The remaining originals shall be filed and kept by the Company.

|           |             
|---------- | ------------
|Article 28 | Notification

| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 28.1 | Unless otherwise
 specified and prescribed in this Agreement, either Party issuing any
 notification or written communication to the other Party according to the
 provisions of this Agreement shall have them written in the Chinese Language
 and shall send them as a letter by a courier service company, or by
 facsimile. Letters sent by a courier service company shall be deemed as
 having been served seven (7) Business Days after handing over the
 notification or communication to the courier service company. Any
 notification or written communication sent in accordance with the
 stipulations of this Agreement shall be deemed to be served on the date of
 receipt. If the notification or communication is sent by facsimile, the date
 of receipt shall be deemed to be three (3) Business Days after transmission,
 subject to a facsimile confirmation report evidencing this.

Page 27 of 32

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| |      |                                                                                                                                                                            
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 28.2 | All notifications and
 communications shall be sent to the following addresses, until such time when
 the other Party issues a written notice of any change to its address:
| |      |                                                                                                                                                                            

| |                            |                                                                                                                                          
| | -------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------
| | The
 Transferors Address: | Room 2105, 21st
 Floor, Tower A, Pingan International Financial Centre, No. 3, Xinyuan Street
 South, Chaoyang District, Beijing, China.
| | Telephone
 Number:         | 010-6408
 2341                                                                                                                           
| | Facsimile
 Number:         | 010-8444
 2788                                                                                                                           
| | Attention:                 | Jin
 Lei                                                                                                                                 
| |                            |                                                                                                                                          
| | The
 Transferees Address: | No.7,
 Huancheng Road Yi Xiang, Gufeng Town, Pingnan County, Fujian Province                                                             
| | Telephone
 Number:         | 0593-3328888                                                                                                                             
| | Facsimile
 Number:         | 0593-3322468                                                                                                                             
| | Attention:                 | You
 Lang Fei                                                                                                                            

|           |                     
|---------- | --------------------
|Article 29 | The Entire Agreement

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

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

Page 28 of 32

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

|         |                                          
|-------- | -----------------------------------------
|Party A: | China Hydroelectric Corporation ((IMAGE))

Signature:
/s/ Tie Li

Position:
____________

|         |             
|-------- | ------------
|Party B: | You Lang Fei

Signature:
/s/ You Lang Fei

Position:
____________

Page 29 of 32

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Appendix I Existing Debts of the Company

|                              |  |                        |  |                                                        |  |                       |  |                  |  |                       |  |                                       
|----------------------------- |  | ---------------------- |  | ------------------------------------------------------ |  | --------------------- |  | ---------------- |  | --------------------- |  | --------------------------------------
|No.                           |  | Loan
 Contract
 Number |  | LenderBank                                             |  | Balance of
 Loan(RMB) |  | Loan Term        |  | CurrentInterest
 Rate |  | Mortgage and/or Pledge
 Assets        
|                              |  |                        |  |                                                        |  |                       |  |                  |  |                       |  |                                       
|1                             |  | 35101201000001256      |  | Agricultural Bank of
 China, Pingnan County Sub-branch |  | 69,000,000            |  | 2010210-20210227 |  | 7.05%                 |  | The real estate and movable properties
|                              |  |                       
|Total Amount (the Principal ) |  | RMB 69,000,000        

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AppendixII List of Assets of the Company

Page 31 of 32

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AppendixIII List of Security

|    |  |                          |  |                                                        |  |                 
|--- |  | ------------------------ |  | ------------------------------------------------------ |  | ----------------
|No. |  | Security Contract Number |  | Creditor                                               |  | Type of Security
|    |  |                          |  |                                                        |  |                 
|1   |  | 3590220100004053         |  | Agricultural Bank of China, Pingnan County
 Sub-branch |  | Mortgage        
|    |  |                          |  |                                                        |  |                 
|2   |  | 35904201000001022        |  | Agricultural Bank of China, Pingnan County
 Sub-branch |  | Rights Pledge   

Page 32 of 32

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