Exhibit 4.129

Grid Connection and Dispatching Agreement

Between

Yunnan Grid Company

And

Luquan Xiaopengzu Power Generation Co., Ltd.

(Xiaopengzu Power Plant and Yunnan Grid)

March 2010

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(Agreement No.: DDXY-2010-60)

Grid Connection and Dispatching Agreement

This Grid Connection and
Dispatching Agreement (hereinafter referred to as this Agreement) is entered
into by the following parties:

Party A: Yunnan Grid
Company, a company which engages in the Grid operation.

Domicile: No. 49 Tuo Dong Road,
Kunming City, Yunnan Province.

Party B: Luquan Xiaopengzu
Power Generation Co., Ltd., a company which engages in the electricity
generation.

Domicile: Cuihua Township,
Luquan County.

Whereas:

|    |                                                                                                                                                                                                                                                                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Party A operates and
 manages the Grid applicable for the operation of power plants, and has agreed
 the power plant of Party B to be connected with the Grid for operation in
 accordance with the provisions of this Agreement.                                                       
|    |                                                                                                                                                                                                                                                                                         
|(2) | Party B owns, operates and
 manages Xiaopengzu Power Plant with the total installed capacity of 40MW
 (Power Plant) in Cuihua Township, Luquan County, and has agreed such Power
 Plants to be connected with the Grid for operation in accordance with
 provisions of this Agreement.

In order to ensure the safe,
good and economical operation of the Grid, and keep both parties of this
Agreement act properly during the process of the Grid connection and dispatch,
in accordance with the national laws and regulations such as the Electricity
Law of the Peoples Republic of China, Contract Law of the Peoples Republic of
China, and Rules of the Grid Dispatching Management, as well as the relevant
regulations and rules in the electricity industry such as the Regulations of Yunnan
Grid Dispatching Management, and based on the principles of equality,
voluntariness and good faith, Party A and Party B have, after consultations,
made agreement as follows:

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|1   | Definitions
 and Interpretations                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|1.1 | Unless the context
 otherwise requires, the terms used in this Agreement shall have the meanings
 as follows:                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | 1.1.1 Dispatching Agency means
 the Yunnan Power Dispatching Centre (Provincial Dispatch) which is the
 primary dispatching agency of Yunnan Grid, and the Dispatching Centre of
 Kunming Power Supply Bureau (Kunming Local Dispatch) which is the secondary
 dispatching agency of Yunnan Grid. Both will organize, direct, instruct and
 coordinate the operation of the electricity system in accordance with laws
 and belong to Party A.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | 1.1.2 Power Plant means
 Xiaopengzu Power Plant owned, operated and managed by Party B with the total
 installed capacity of 40MW (2 units, including No. 1 unit with 20MW and No.2
 unit with 20MW, and see the technical specifications in Schedule 2) in                                                                                                                                                                                       

2

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Cuihua Township, Luquan
 County, including the generation facilities and all the ancillary equipments
 in the scope extended to the property demarcation point.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 1.1.3 Connection Point means the
 point where the Power Plant is connected with the Grid (see in Schedule 1).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 1.1.4 Date of Initial Connection
 means the first date of the synchronized connection of the Power Plant
 (units) with the Grid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 1.1.5 Connection Application
 means the written application document submitted by Party B to Party A to
 request to have its Power Plant (units) connected with the Grid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 1.1.6 Connection Method means the
 method of the connection of the primary system between the Power Plant
 (units) and the Grid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 1.1.7 AGC means Automatic
 Generation Control.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 1.1.8 AVC means Automatic Voltage
 Control.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 1.1.9 RTUmeans Remote terminal Unit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 1.1.10 PSSmeans
 Power System Stabilizer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 1.1.11 WAMS
 means Wide-area Measurement System.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 1.1.12 Split,
 for the purpose of this Agreement, means the discontinuity of the electric
 connection between the Grid and the power generation equipment which has been
 connected with the Grid for operation.                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 1.1.13 Special
 Operation Mode means the operation arrangement which would make
 the wiring method of the Power Plant or the Grid different from the normal
 method in order to meet certain demand.                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 1.1.14 Available
 Capacity of Unit means the output of the unit in any time subject
 to the adjustment in consideration of the condition of the equipments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 1.1.15 Planned
 Outage means the status of the unit in the Power Plant during the
 period of planned inspection and standby, including the overhaul,
 maintenance, planned maintenance of the common system and the maintenance
 during the public holidays required by the dispatcher, eliminating defects
 during off-peak period and shutting off to be standby etc..                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 1.1.16 Unplanned
 Outage means the unavailability of the unit in the Power Plant
 without being the status of Planned Outage. Based on the emergency degree,
 the Unplanned Outage can be divided into the following 5 categories: the
 first is immediate outage; the second is the outage which can be delayed
 temporarily but must be exited within 6 hours; the third is the outage which
 can be delayed by 6 hours but must be exited within 72 hours; the fourth is
 the outage which can be delayed by 72 hours but must be exited prior to the
 next Planned Outage; and the fifth is the prolonged outage which exceeds the
 period of Planned Outage.

3

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
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| | 1.1.17 Forced
 Outage means the Unplanned Outage of the first, second and third
 categories under Clause 1.1.16 in together.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 1.1.18 Equivalent
 Unit Derated Hours means the equivalent outage hours of the unit
 derated hours calculated on the basis of the maximum capacity on the
 nameplate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 1.1.19 Equivalent
 Unplanned Outage Hours means the sum of the Unplanned Outage hours
 and the unplanned unit derated hours.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 1.1.20 Annual
 Planned Allowable Outage Hours means the planned allowable outage
 hours in any one year determined by Party A and Party B in consideration of
 the suggestions of the equipment manufacturer and the operation of the
 generation units of the Grid-connected Power Plant. The Annual Planned
 Allowable Outage Hours shall include both the Annual Planned Allowable Outage
 Hours in the year with overhaul and the Annual Planned Allowable Outage Hours
 in the year without overhaul.                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 1.1.21 Annual
 Equivalent Allowable Unplanned Outage Hours means the equivalent
 allowable unplanned outage hours in any one year determined by Party A and
 Party B in consideration of the suggestions of the equipment manufacturer and
 the operation of the generation units of the Grid-connected Power Plant. For
 the purpose of this Agreement, it only refers to the Unplanned Outage
 resulted by Party B. The Annual Equivalent Allowable Unplanned Outage Hours
 shall include both the Annual Equivalent Allowable Unplanned Outage Hours in
 the year with overhaul and the Annual Equivalent Allowable Unplanned Outage
 Hours in the year without overhaul.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 1.1.22 Daily
 Generation Dispatch Schedule Curve means the curve prepared by the
 Dispatching Agency on a daily basis to determine the output of the Power
 Plant during each time span of the next day.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 1.1.23 Emergencymeans
 accidents occurred to the power grid, or material accidents occurred to the
 power generation and supply equipments; or power grid frequency or voltage
 exceeds the stipulated range; or the load for transmission or transformation
 exceeds stipulated value; or the capacity value of the trunk line exceeds the
 stipulated stability limit, or other events that may threaten safe operation
 of the power grid, jeopardize the stability of power grid, resulting in the
 collapse of the power grid, or power outage in a large area.                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 1.1.24 Dispatching
 Regulations of Power System means the Regulations of Yunnan Grid
 Dispatching Management and the Regulations of Kunming Grid Dispatching
 Management established in accordance with the Rules of the Grid Dispatching
 Management, national standards and the industrial practises, in order to
 regulate the dispatch and operation of the power system in this area.                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 1.1.25 Party As
 Reason refers to the Party As request or liability, including the
 liability for the expansion of an accident resulting from the Party As
 failure to abide by the relevant state laws and regulations.                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 1.1.26 Party Bs
 Reason refers to the Party Bs request or liability, including the
 liability for the expansion of an accident resulting from the Party Bs
 failure to abide by the relevant state laws and regulations.                                                                                                                                                                                                                                                                                                                                                                                                                                                 

4

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|    |                                                                                                                                                                                                                                                                                                                                                                                                        
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|    | 1.1.27 Power
 Purchase and Sale Contract means the contract entered in to by
 Party A and Party B in respect of the purchase and sale of the power
 generated from the Power Plant and the relevant business matters.                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|    | 1.1.28 Force
 Majeure means any objective event that can not be foreseen,
 avoided and overcome, including volcano, twister, storm, mud-rock flow,
 mountainside slide, flood, fire, failure of the water input to meet the
 design standards, earthquake that exceeds the designed anti-earthquake
 standard, lightning, fog flashover, etc., as well as nuclear radiation, war,
 epidemic, riot, etc.
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|1.2 | Interpretation                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|    | 1.2.1 Headings in this
 Agreement are for convenience only and shall not in any event affect the
 interpretation of this Agreement.                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|    | 1.2.2 The appendices to
 this Agreement and the Agreement itself shall have the same legal effect.                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|    | 1.2.3 This Agreement shall
 have binding effect on the legal successor or assignee of either Party,
 provided otherwise agreed by the Parties.                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|    | 1.2.4 Unless the context
 otherwise requires, year, month or day referred to in this Agreement shall
 all refer to the year, month or day of the Gregorian calendar.                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|    | 1.2.5 Including in this
 Agreement means including but not limited to.                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|    | 1.2.6 The figures and both
 dates of a term in this Agreement shall be inclusive.                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|2   | Representations
 of Each Party                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|    | Each Party represents to
 the other Party that:                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|2.1 | It is an enterprise
 legally established and existing under the law, and has the power to execute
 and perform this Agreement.                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|2.2 | It has completed all
 procedures (including procedures for obtaining the requisite approvals,
 business license and power business permits, etc., from the government)
 necessary for the execution and performance of this Agreement, which are
 legal and effective.                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|2.3 | As of the date of
 execution of this Agreement, no judgment, award, decision or any specific
 administrative action, which may have material adverse effects on the ability
 to perform this Agreement, has been declared or taken by any court, arbitration
 organ, administrative authorities or regulatory agencies.                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|2.4 | It has completed all
 procedures for obtaining the internal authorizations necessary for the valid
 execution of this Agreement. The signatory of this Agreement shall be its
 legal representative or entrusted agent. Once this Agreement comes into
 force, it shall have legal binding effect on both Parties.                                                                                     

5

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|3   | Obligations
 of Each Party                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.1 | Party As obligations
 shall include:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | 3.1.1 abiding by the
 national laws and regulations, national standards and industrial standards,
 for purpose of the safety of the power system and operating in an efficient
 and economical manner, based on the technical features of the Power Plant, in
 accordance with the regulations and codes of Yunnan electric system, and
 based on the principles of equality, voluntariness and good faith, to carry
 out the centralized dispatch of the Power Plant (see the division of the
 jurisdiction of dispatching in Schedule 3);                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | 3.1.2 being responsible
 for the operation management, repair and maintenance, and technical
 transformation of the relevant equipments and facilities of the Grid it
 belongs to, in order to meet the ordinary operation need of the Power Plant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | 3.1.3 as agreed by the
 Power Purchase and Sale Contract, and based on the actual operation of the
 Grid, preparing and providing in a timely manner to Party B the monthly power
 generation schedule, Daily Generation Dispatch Schedule Curve and the
 reactive power output curve (or voltage curve).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | 3.1.4 making reasonable
 arrangements of the maintenance of the equipments of the Power Plant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | 3.1.5 supporting and
 cooperating with Party B to carry out the technical transformation or factor
 adjustment on the relevant equipments; instructing and coordinating the
 dispatch and operation management related with the Grid by Party B;
 supervising, instructing and coordinating the relevant profession and
 business such as the electric equipment, measures on coordination of the
 generators and the Grid (including security automatic device, excitation
 system, speed control system, minimum output of a unit, leading phase
 operation capacity, primary frequency regulation, high frequency generator
 tripping as well as PPS, OPC, AGC and AVC etc.), power quality, reactive power,
 relay protection, electric energy metering system, power dispatching
 communication and dispatching automation etc. in the operation of Party B
 which matters the safe and stable operation of the Grid, and also providing
 necessary technical support.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | 3.1.6 in accordance with
 the relevant regulations, reporting in a timely manner to Party B the
 information of the major defects of the equipments in the Grid which is
 related with Party B, and the capacity of the passageway of power
 transmission, and disclosing regularly the power dispatching information
 related with Party B.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | 3.1.7 based on the demand
 of the operation of power system and the features of the equipments of Party
 B, amending in a timely manner the relevant rules and regulations according
 to proper procedures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | 3.1.8 taking measures to
 prevent the accident which may affect the safe operation of the power system;
 carrying out regularly various specific and professional inspections which
 matters the safety of the Grid, devising the anti-failure measures as
 required, and formulating the plan for the joint counter-accident exercise by
 the Grid and the Power Plant and organizing to implement such plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | 3.1.9 coordinating Party B
 with the investigation of the accident.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

6

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2 | Party Bs obligations
 shall include:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 3.2.1 abiding by the
 national laws and regulations, national standards, industrial standards and
 the rules and regulations of Yunnan power system, and for purpose of the
 safety of the power system and operating in an efficient and economical
 manner, submitting to the unified power dispatching of the Dispatching
 Agency, and organizing reasonably the production of the Power Plant.                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 3.2.2 organizing the real
 time production operation of the Power Plant in accordance with the
 instructions of the Dispatching Agency, and engaging the peak regulation,
 frequency regulation, voltage regulation and standby of the power system.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 3.2.3 proposing the
 maintenance schedule of the equipments of the Power Plant, implementing the approved
 maintenance schedule and being responsible for the repairing and maintenance
 of the equipments, as required by the Dispatching Agency.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 3.2.4 accepting the
 supervision, instruction and coordination in respect of business and
 technology by Party A in accordance with Clause 3.1.5, and allocating the
 corresponding technological management and maintenance management personnel
 to coordinate with Party A.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 3.2.5 carrying out in a
 timely manner the technical transformation or factor adjustment on the
 equipments as required, and submitting to Party A for filling (those which
 might be related with the safety of the Grid shall be subject to the consent
 of Party A).                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 3.2.6 providing to Party A
 the information of operation and production of the equipments in the Power
 Plant, including the fuels and water condition etc. in a timely, accurate,
 objective and complete manner.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 3.2.7 establishing the
 on-site operation regulations which conform to the rules and regulations of
 power system of Party A and submitting to Party A for filling.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 3.2.8 taking measures to
 prevent the accident which may affect the safe and stable operation of the
 power system and avoid the failure propagation; coordinating with Party A to
 carry out regularly various specific and professional inspections which
 matters the safety of the Grid, and implementing the anti-failure measures
 proposed during the inspection. Where the Dispatching Agency has specified
 the anti-failure measures or other safety requirements of the power system,
 Party B shall implement, operate and maintain as required. Party B shall
 submit the relevant documents in respect of safety measures for filling, and
 attending the joint counter-accident exercise organized by the Dispatching
 Agency.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 3.2.9 coordinating with
 Party A to investigate the accident of the Grid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4   | Conditions
 of Grid Connection                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.1 | The primary and secondary
 equipments of Party B shall conform to the national standards, the power
 industrial standards and other relevant regulations, have been installed and
 commissioned in accordance with the design requirements examined and approved
 by the authorized organization, and accepted through the infrastructure
 procedures set out by the state; with the normal Grid connection operation mode
 being specified, the relevant factors being matched reasonably, and the
 setting value of the                                                                                                                                                                                                                    

7

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | equipments being set in
 accordance with the requirements, which has been qualified for the connecting
 with the Party As Grid and accepting the centralized dispatch of the
 Dispatching Agency.                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4.2 | The relay protection and
 security automatic device in the Power Plant (including the excitation
 system, PPS and speed control system) shall conform to the national
 standards, the power industrial standards and other relevant regulations,
 have been installed and commissioned in accordance with the design
 requirements examined and approved by the authorized organization, accepted
 through the infrastructure procedures set out by the state, and conform to
 the relevant provisions of Clause 10 of this Agreement;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4.3 | The dispatching automation
 facilities in the Power Plant (including AGC and AVC) shall conform to the
 national standards, the power industrial standards and other relevant
 regulations, have been installed and commissioned in accordance with the
 design requirements examined and approved by the authorized organization,
 accepted through the infrastructure procedures set out by the state, and
 conform to the relevant provisions of Clause 11 of this Agreement;                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4.4 | The dispatching
 communication facilities in the Power Plant shall conform to the national
 standards, the power industrial standards and other relevant regulations,
 have been installed and commissioned in accordance with the design
 requirements examined and approved by the authorized organization, accepted
 through the infrastructure procedures set out by the state, and conform to
 the relevant provisions of Clause 12 of this Agreement;                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4.5 | The power energy metering
 device has been configured in accordance with Technical Administrative Code
 of Electric Energy Metering (DL/T 448-2000) and passed the test and
 acceptance organized jointly by both Parties.                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4.6 | The secondary system of
 the Power Plant has taken the security and protection measures in accordance
 with the Regulations on the Security and Protection for the Electric
 Secondary System (Order No. 5 of the Sate Electricity Regulatory Commission),
 and with the admission of the Dispatching Agency, qualified for the
 operation.                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4.7 | All the necessary
 regulations on operation and maintenance of the Power Plant and the relevant
 management systems have been established, in which the part related with the
 safety of the Grid shall be consistent with the security management
 regulations of the Grid.                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4.8 | The operation on-duty
 personnel of the Power Plant shall accept the pre-job training by the
 Dispatching Agency and obtain the qualification certificate to accept the
 dispatching instructions in accordance with the Rules of the Grid Dispatching
 Management and relevant regulations.                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4.9 | The corresponding primary
 and secondary equipments operated by Party A and Party B shall conform to the
 national standards, the power industrial standards and other relevant
 regulations, have been installed and commissioned in accordance with the
 design requirements examined and approved by the authorized organization, and
 accepted through the infrastructure procedures set out by the state; with the
 relevant factors being matched reasonably, and the setting value of the
 equipments being set in             

8

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | accordance with the
 requirements, which has been qualified for the connection and operation.                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4.10 | In respect of the
 Emergency which might occur following the connection of the Power Plant with
 the Grid, both Parties have devised the corresponding anti-failure measures
 and reported to the other Party for filling.                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4.11 | The water regime measuring
 and forecasting system has been connected with the hydropower dispatching
 automation system of the Dispatching Agency and is available for the
 real-time transmission of the information of water and rainfall of the Power
 Plant.                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5    | Application
 for Grid Connection and Acceptance                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5.1  | The connection of Party
 Bs Power Plant with the Grid must be applied to Party A and be carried out
 in the required method following acceptance of Party A.                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5.2  | Application for Grid
 Connection                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | Party B shall submit the
 application for Grid connection to Dispatching Agency 15 days prior to the
 Date of Initial Connection of the Power Plant (unit). The application for
 Grid connection shall include the basic information of the equipments for
 this Grid connection, the acceptance, and the commission plan and schedule of
 the Power Plant (unit) for Grid connection etc. with all the documents set
 out in Clause 5.5 of this Agreement attached.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5.3  | Acceptance of the
 Application                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | Following receiving the
 application for Grid connection by Party B, the Dispatching Agency shall
 examine such application pursuant to Clause 4 of this Agreement and other
 relevant regulations, reply Party B in a timely manner, and such reply shall
 not be delayed unreasonably.                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | 5.3.1 Where the documents
 provided in the application for Grid connection are proper, Party A shall
 confirm upon receipt of the application for Grid connection.                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | 5.3.2 Where the documents
 provided in the application for Grid connection are improper, Party A shall
 be entitled to refuse to confirm, but it shall notify Party B the reasons why
 it did not confirm within 5 days upon receipt of the application for Grid
 connection.                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5.4  | Upon confirmation of the
 application for Grid connection, both Parties shall make arrangements in
 respect of the specific matters of the Grid connection of the Power Plant.                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | 5.4.1 Party A shall
 provide the power system data related with the Power Plant prior to the
 agreed Date of Initial Connection, including the setting value (or limit) of
 relay protection of the Grid relevant with the Power Plant and the setting
 value (or limit) of relay protection and security automatic device of the
 Power Plant related with the Grid.                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | 5.4.2 The name list of the
 contact persons (including the personnel with rights to order dispatch,
 operation mode personnel, unit and Grid coordination personnel, relay                                                                                                                                                                                                                                                                                          

9

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | protection personnel,
 automation personnel and communication personnel etc.) and their contact
 information shall be provided to Party B.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 5.4.3 Party B shall submit
 the Grid connection commission project and commission schedule in accordance
 with the requirement of Party A within 5 days upon reception of the
 confirmation of the notice, and agree the specific date and procedure of the
 first Grid connection with the Dispatching Agency. Party B shall
 simultaneously provide the name list of the on-duty personnel who is
 available for accepting the dispatching orders and their contact information,
 and the name list of the operation mode personnel, unit and Grid coordination
 personnel, relay protection personnel, automation personnel and communication
 personnel and their contact information.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 5.4.4 Party A shall
 confirm in writing the Grid connection commission project and commission
 schedule of the unit submitted by Party B prior to the Date of Initial
 Connection of the Power
 Plant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|5.5 | Party B shall provide to
 Party A the accurate Chinese materials 90 days prior to the Date of Initial
 Connection of the Power Plant (unit) (while the factors need to be measured
 during the start-up of the Grid connection may be provided within 30 days
 following the Grid connection of the unit, and the on-site operation
 regulations may be provided 7 days prior to the Grid connection) which
 include:                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (1) the technical
 specifications, technical parameters and measured parameters (including the
 zero sequence impendance parameters of the main transformer) of the main
 equipments such as the power generator (including the speed control and
 excitation system) and the main transformer etc. which are necessary for the
 load flow and stability calculation and the setting calculation of the relay
 protection.                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (2) the documents such as
 the drawings (including the drawing of the whole set of protection of the
 power generator and the transformer) and the specifications etc. of the relay
 protection and the security automatic device related with the operation of
 the Grid.                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (3) the documents such as
 the technical specifications and technical parameters of the dispatching
 automation equipments related with Party A, the telecontrol information of
 the Power Plant (including the transformation ratio and the telemetering
 value of the current transformer and potential transformer), the relevant
 data of the power energy metering system of the Power Plant and the water
 regime measuring and forecasting system, and the relevant plan and technical
 data of the safety measures of the computer system of the Power Plant.                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (4) the documents such as
 the drawing of the communication engineering and the technical specifications
 of the equipments interconnected or related with the communication network of
 Party A etc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (5) the technical
 specifications and drawing of the excitation system and PSS device (designed
 and measured parameters), under excitation limitation, loss of excitation and
 out of step protection, as well as the dynamic monitoring system.                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (6) the technical
 specifications and drawing of the unit speed control system (designed and
 measured parameters). The start-up and shut-down curve and the rate of the
 increase and decrease of the load, the designed minimum technical output of
 the units and the                                                                                                                                                                                                                                                                                                                                                                                                                  

10

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | vibration zone of the
 hydroelectric units, the AGC and AVC of the units, and the relevant
 parameters and data of the primary control.                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (7) other key technical
 specifications, technical parameters and the measured parameters related with
 the operation of the Grid.                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (8) the regulations of the
 on-site operation.                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (9) electrical wiring
 diagram.                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (10) the measures intended
 to guarantee the service power of the plant which could meet the security
 requirements of the Grid.                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|6   | Grid
 Connection and Dispatching during the Commissioning Period                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|6.1 | Party B shall conduct grid
 connection commissioning of the Power Plant in accordance with the
 commissioning projects and the commissioning schedule confirmed by the Party
 A.                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 6.1.1 The commissioning
 operation unit of the Power Plant shall be deemed as grid connection
 operation equipment, and shall be integrated into the power system for
 unified operation and management and subject to unified dispatch.                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 6.1.2 The Power Plant
 shall formulate a detailed schedule for the commissioning of the units
 connected to grid in accordance with the commissioning projects and the
 commissioning schedule confirmed by the Party A, and report to the
 Dispatching Agency unit by unit on the basis of the progress of the
 commissioning (may also report the commissioning of all units all at once if
 consented by the Dispatching Agency).
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 6.1.3 Detailed operation
 of the grid connection commissioning shall strictly follow the dispatch
 instructions.                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 6.1.4 When operating the
 equipment wholly owned by the Power Plant that may jeopardise the grid, the
 Power Plant must notify the Dispatch Agency to make preparations against any
 possibility of an accident and strictly follow the commissioning schedule.                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 6.1.5 The commissioning
 unit must undergo the following tests and reach the relevant technical
 indicators and meet the designing requirements;                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (1) field test of the
 modular parameters of the excitation system and the speed regulation system;                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (2) PSS on-spot test;                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (3) Primary frequency
 regulation, test of AGC within the Power Plant and test of AGC connected to
 the unit;                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (4) Test of leading phase
 capability;                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (5) Test of minimum
 technical output and unit vibration area.                                                                                                                                                                                                                                                                                                                                                                      

11

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | The grid connection unit
 must pass the tests set out in (1), (2), (3) and (4) above, and may conduct a
 full-load commissioning only when approved by the Dispatch Agency. Tests set
 out in (5) must be completed in the period of 3 months of operation, and a
 test report must be submitted to the Dispatch Agency as scheduled.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | 6.1.6 The full-load
 commissioning of the unit must be conducted by following relevant norms, and
 the results must be examined and approved by a relevant quality supervisory
 agency.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|6.2 | Party A shall assist Party
 B in its grid connection commissioning.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | 6.2.1 Party A shall
 formulate a special dispatch schedule according to the requirements of the
 Power Plant and the conditions of the grid (including Emergency addressing measures),
 rationally arrange the commissioning projects and the commissioning schedule;
 and notify the Power Plant about the commissioning schedule before the
 commissioning;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | 6.2.2 The two Parties may,
 after consultations, adjust the commissioning schedule in a rolling manner in
 accordance with the progress of the unit commissioning and the grid
 operation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|7   | Dispatching
 Operation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|7.1 | The Power Plants operator
 on duty must strictly follow the dispatching instructions of the dispatcher
 on duty of the Dispatching Agency.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | 7.1.1 The Power Plant must
 promptly and accurately carry out the dispatching instructions of the
 Dispatching Agency, and must not refuse, or delay the implementation of, the
 instruction on any excuse. If the Power Plants operator on duty believes
 that the dispatching instruction is incorrect, he or she must immediately
 report the same to the dispatcher who gives such dispatching instruction.
 When the dispatcher conforms and re-issues the same instruction, the operator
 must implement the instruction. If implementation of that instruction will
 truly endanger personal, grid or equipment safety, he or she should refuse
 the instruction, simultaneously give his or her reasons for the refusal and
 propose an amendment to the dispatcher who gives the instruction, and
 simultaneously report the same to his or her immediate superiors.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | 7.1.2 For the equipment
 used for direct dispatching by the Dispatching Agency, the Power Plant must
 strictly abide by relevant dispatching operation rules, operate such
 equipment according to the dispatching instructions, truthfully report the
 actual on-spot situation and answer any query raised by the Dispatching
 Agencys dispatcher on duty.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | 7.1.3 For the equipment,
 operation of which needs the permission of the Dispatching Agency, the Power
 Plants operator on duty must obtain consent of the Dispatching Agencys
 dispatcher on duty before operating such equipment. Only when the consent is
 obtained, may the operator operate the equipment in accordance with the
 Dispatching Regulations of Power System and the Power Plant On-sport
 Operation Regulations.                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|7.2 | The Dispatching Agency
 shall arrange the Daily Generation Dispatch Schedule Curve of the Power Plant
 in a reasonable manner in accordance with relevant requirements. In
 operation, the dispatcher may appropriately moderate the Daily Generation
 Dispatch Schedule Curve according to actual operation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

12

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|7.3 | If the Power Plants
 equipment operates in an abnormal manner, the Power Plant shall act in
 accordance with the provisions of the Dispatching Regulations of Power
 System.                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|7.4 | The Dispatching Agency
 shall arrange the Power Plant to participate in the peak regulation,
 frequency regulation, voltage regulation and reserve in a safe, efficient,
 economical manner and in the principle that the regulation range of the units
 of the same grid and same type in terms of technical conditions should be, by
 and large, the same, while in consideration of the grid structure and the
 electrical technology level of the Power Plant.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | 7.4.1 Peak regulation                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | The Power Plant shall
 participate in the peak regulation of the power system in accordance with Yunnan
 Grid Dispatching Administration Regulations, and the capacity of the unit.
 The range of regulation shall meet the designing standard.                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | 7.4.2 Frequency regulation                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | The Power Plant shall
 participate in the frequency regulation of the power system in accordance
 with the requirements set out in the Yunnan Grid Dispatching Administration
 Regulations.                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | The setting parameters and
 the response speed of the units capacity shall meet the requirements for
 safe grid operation, and shall be set by the Dispatching Agency according to
 the units properties and testing results. Once set, Party B must not change
 them without authorization. The entry or exit of the AGC of the unit shall
 follow the dispatching instructions.                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | 7.4.3 Voltage regulation                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | The Power Plant shall
 operate in accordance with the reactive capacity curve (or voltage curve) issued
 by the Dispatching Agency so as to ensure that the operation of the bus of
 the Power Plant is in the prescribed scope. If the Power Plant has lost its
 control of voltage, it shall immediately report it to the dispatcher on duty
 of the Dispatching Agency.                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | 7.4.4 Reserve                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | The Power Plant shall keep
 a certain proportion of the spinning reserve capacity as required by the
 Dispatching Agency. When the spinning reserve capacity is insufficient to
 meet the requirement of the Dispatching Agency, it shall immediately report
 the same to the dispatcher on duty of the Dispatching Agency.                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|7.5 | If Party A occurs any
 special operation mode as a result of equipment upgrading or any other
 reasons, which may affect the normal operation of the Power Plant, the Dispatching
 Agency shall notify the Power Plant the relevant solution in advance, and
 implement the agreed solution.                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|7.6 | If Party B occurs any
 special operation mode as a result of equipment upgrading or any other
 reasons, which may affect the normal operation of the grid, it shall notify
 the Dispatching Agency the relevant amendment solution in advance, and
 implement the agreed solution.                                                                                                                                                                                

13

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|7.7 | The Dispatching Agency
 shall regularly organize power plants connected to the grid to attend grid
 dispatching operation meetings to analyse the grid operation, estimate new
 developments of the power system, report the implementation of the grid
 safety technology measures, discuss and address major issues concerning the
 operation of the power system. Party B shall report the operation of the
 Power Plant and implementation of the safety technology measures of the Power
 Plant.                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|7.8 | Party A and Party B shall
 exchange the name lists of personnel on duty. In case of any change of such
 personnel, the Party concerned shall notify the other in writing 5 business
 days prior to the change.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|8   | Power
 Generation Schedule                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|8.1 | Party B shall submit a
 power generation schedule of the year, month, public holidays or the special
 operation mode in accordance with the signed Power Purchase and Sale
 Contract, actual conditions of the Power Plant as well as the following
 requirements:                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | (1) Party B shall submit
 to Party A a proposal of the power generation schedule of the next year 15
 days prior to the first connection of the unit to the grid, and before
 October 31 of each of subsequent years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | (2) Party B shall submit
 to Party A a proposal of the power generation schedule of the next month
 before 20th of each month.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | (3) Party B shall submit
 to Party A a proposal of the power generation schedule of the period of
 occurrence of the special operation mode 3 days before the occurrence of the
 special operation mode.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|8.2 | Party A shall notify Party
 B its power generation schedule of the next month before 28th of
 each month.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|8.3 | Pursuant to the monthly
 power generation schedule formulated in accordance with Clause 8.2, actual
 grid conditions and the data provided by the Power Plant (the Power Plant
 must declare to the Dispatching Agency the maximum Available Capacity of Unit
 and changes of the Available Capacity of Unit of the next day before 11:00
 each day; it shall also report any defect or breakdown which affects the
 capability of the power generation equipment, as well as the adoption of AGC
 in the unit), the Dispatching Agency shall formulate the Daily Generation
 Dispatch Schedule Curve of the next day of the Power Plant and issue such
 Daily Generation Dispatch Schedule Curve to the Power Plant before 18:00 each
 day.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|8.4 | The Power Plant shall
 strictly implement the Daily Generation Dispatch Schedule Curve (including
 temporary amendment to the curve by the dispatcher on duty) and the
 dispatching instructions issued by the Dispatching Agency, timely adjust the
 active output of the unit, and arrange its production.                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|9   | Equipment
 Maintenance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|9.1 | The maintenance of the
 equipments in the Power Plant for Grid connected operation shall be carried
 out as scheduled.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

14

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 9.1.1 Party B shall submit
 the proposed annual, monthly, holiday and special operation mode equipment
 maintenance schedules to the Dispatching Agency upon provision of the
 proposed annual, monthly, holiday and special operation mode power generation
 schedules to Party A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | 9.1.2 Following mutual
 consultations between both Parties, the Dispatching Agency shall incorporate
 the equipment maintenance schedule of the Power Plant into the annual,
 monthly, holiday and special operation mode maintenance schedule of the power
 system.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (1) The Power Plant shall
 be notified of the certified annual equipment maintenance schedule of the
 Power Plant for the next year prior to 31 December each year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (2) The Power Plant shall
 be notified of the certified monthly equipment maintenance schedule of the
 Power Plant for the next month prior to the 28th day of each month.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (3) The Power Plant shall
 be notified of the special operation mode equipment maintenance schedule
 prior to the occurrence of the special operation mode.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.2 | If the Power Plant needs
 to eliminate the defects during the valley period of load, it shall apply in
 advance to the Dispatching Agency, and the Dispatching Agency shall try to
 arrange it in consideration of the conditions of the Grid and amend the daily
 power generation schedule curve in a timely manner.                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.3 | Application for
 Maintenance and Reply                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | The Power Plant shall
 submit the application for maintenance to the Dispatching Agency in advance,
 and the actual maintenance of the equipments in the Power Plant shall not
 commence until the approval is obtained.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | The application for
 maintenance shall be submitted to the Dispatching Agency in accordance with
 the relevant regulations prior to the commencement of the actual maintenance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.4 | In respect of the
 equipment maintenance which has obtained the approval, it shall not commence
 until the on-duty dispatcher agrees prior to the change of the status of the
 equipment. If the equipment maintenance has been completed, the status shall
 not be changed until the permission of the on-duty dispatcher is obtained.
 Party B shall complete the maintenance strictly in accordance with the
 approved maintenance schedule.                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | 9.4.1 Where the Power
 Plant fails to carry out the maintenance as scheduled due to its own reasons,
 it shall apply to the Dispatching Agency for amending the maintenance
 schedule prior to 3 business days upon the scheduled commencement of the
 maintenance. The Dispatching Agency shall adjust the maintenance schedule
 reasonably in consideration of the operation of the Grid. Where it could be
 arranged, the Power Plant shall be notified of the adjusted maintenance
 schedule in advance; where it could not be arranged indeed, the Power Plant
 shall make all its efforts to implement as the originally scheduled,
 otherwise, the Dispatching Agency will not in principle arrange another
 scheduled maintenance in the same year.

15

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 9.4.2 Where the
 maintenance needs to be postponed, the Power Plant shall apply to the
 Dispatching Agency for handling the procedures to postpone the maintenance
 prior to the end of the first half of the approved maintenance period.                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | 9.4.3 Where the Power
 Plant fails to carry out the maintenance as scheduled due to the demand of
 the operation of the power system, the Dispatching Agency shall negotiate
 with the Power Plant in advance, to adjust the maintenance schedule and
 notify the Power Plant. If the unit must operate in the extended term of
 service, both Parties shall negotiate to work out the emergency measures in
 respect of the Emergency which could occur during the operation of the unit
 in the extended term of service, and the procedure of changing into the
 status of maintenance and then handle in accordance with the relevant
 regulations.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|9.5  | If the maintenance of the
 primary equipments of the Grid affects the output of the Power Plant, it
 shall be coordinated with the maintenance (or shutdown and standby) of the
 equipments in the Power Plant as much as possible.                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|9.6  | The Dispatching Agency
 shall reasonably arrange the maintenance of the secondary equipments of the
 Grid and the Power Plant such as relay protection and security automatic
 device, power dispatching automation and power dispatching communication
 system etc. in its jurisdiction of dispatching. In principle, the maintenance
 of the secondary equipments shall not affect the normal operation of the
 primary equipments. Otherwise, it shall be coordinated with the maintenance
 of the primary equipments as much as possible.                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|9.7  | Upon completion of the
 maintenance of the equipments, the Power Plant shall report to the Dispatching
 Agency in a timely manner and resume the operation of the equipments in
 accordance with the regulations.                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|9.8  | Where the maintenance of
 the equipments in the Power Plant has not be carried out as scheduled, it
 shall be tallied and assessed in accordance with Unplanned Outage.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10   | Relay
 Protection and Security Automatic Device                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.1 | The Dispatching Agency of
 Party A shall be responsible for the dispatching management of the relay
 protection and security automatic device in its jurisdiction of dispatching,
 and carry out the following work:                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (1) upon the occurrence of
 the tripping of the relay protection and security automatic device,
 coordinating with Party B to analyze and handle the accident.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (2) upon the occurrence of
 the false tripping or defect of the relay protection and security automatic
 device, urging, instructing and coordinating Party B to handle in a timely
 manner.                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (3) instructing and
 coordinating with the Power Plant in respect of the setting and operation
 related with the relay protection and security automatic device.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.2 | Party B shall be
 responsible for the operation management of the relay protection and security
 automatic device which belong to it, and carry out the following work:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

16

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (1) being responsible for
 the calculation of setting and operation maintenance of the relay protection
 and security automatic device which belong to the Power Plant, analyze and
 assess the tripping of the device and report to the Dispatching Agency.                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (2) commissioning, verifying
 and maintaining the relay protection and security automatic device which
 belong to it, in order to keep them conforming to the technical requirements
 of the device and the requirements of setting, and keep the complete
 commission report and record.                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (3) The relay protection
 and security automatic device related with the operation of the Grid must
 conform to the requirements of the Grid, and the model selection of the
 relevant equipments shall obtain the consent of the Dispatching Agency.                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (4) If the status of the
 relay protection and security automatic device of Party A has changed, the
 Power Plant shall change the setting value and operation status of the relay
 protection and security automatic device which belong to it in a timely
 manner in accordance with the requirements of the Dispatching Agency.                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (5) upon the occurrence of
 the tripping of the relay protection and security automatic device in the
 Power Plant, Party B shall report to the on-duty personnel of the Dispatching
 Agency in a timely manner and analyze and handle in accordance with the
 regulations, submit the relevant documents to the Dispatching Agency and
 coordinate with it to analyze and handle the accident in accordance with its
 requirements.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (6) upon the occurrence of
 the false tripping or defects of the relay protection and security automatic
 device, Party B shall report to the on-duty personnel of the Dispatching
 Agency in a timely manner, handle in accordance with the regulations, analyze
 the reasons and take the counter measures, as well as submit the relevant
 issues in writing to the Dispatching Agency.                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (7) implementing strictly
 the anti-failure measures of the relay protection and security automatic
 device required by Party A.                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (8) completing the
 operation analysis report of the relay protection (including the circuit
 protection, transformer protection, generator protection and bus protection
 etc.) and security automatic device of the Power Plant in the previous month
 prior to the 5th business day of each month, and providing to the Dispatching
 Agency.                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.3 | In order to improve the
 stability of the power system, both Parties shall update and renovate the
 equipments in a timely manner.                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | 10.3.1 The renovation of
 the relay protection and security automatic device shall be coordinated with
 each other to ensure the compatibility of the equipments of both Parties.                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | 10.3.2 The renovated
 equipment must be commissioned and accepted, and put into operation in
 accordance with the established procedure upon confirmation of acceptability.                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.4 | The relay protection and
 security automatic device of Party B shall meet the following key indicators
 (with no considerations of the false tripping and rejection):                                                                                                                                                                                                                                                               

17

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (1) The completion rate of
 verification of the relay protection and security automatic device required
 to be verified shall be 100%;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (2) The in-service rate of
 the circuit fast protection, bus differential protection and the security
 automatic device shall be 100%;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (3) The hit rate of the
 operation of all protections399.63%;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (4) The intact fault
 recording rate shall be 100%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10.5 | Both Parties shall appoint
 separately the personnel to be responsible for the operation and maintenance
 of the relay protection and security automatic device, to ensure the normal
 operation of the relay protection and security automatic device.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|11   | Dispatching
 Automation and Power Energy Collecting Device                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|11.1 | Party A, the Dispatching
 Agency, shall be responsible for the management of the dispatching automation
 system and conducting the following work within its scope of authorization in
 respect of the dispatching work:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (1) supervising the
 reliability of the operation of the dispatching automation system, monitoring
 the operation of the power energy automation system, assisting Party B with
 its investigation of any accident; urging, guiding and coordinating with
 Party B in addressing any defects of the automation equipment;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (2) providing conditions
 for connection of the automation signals of the Power Plant in accordance
 with designing requirements;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (3) promptly and
 accurately transmitting the relevant signals of the system to the dispatching
 automation system of the Power Plant;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (4) analysing the cause of
 any breakdown of the dispatching automation system in a timely manner and
 taking prevention measures;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (5) urging, guiding the
 implementation of the Regulations on the Safety and Protection of the Second
 System of the Power Energy issued by the State Electricity Regulatory
 Commission.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|11.2 | Party B shall be
 responsible for the operation and maintenance of the dispatch automation and
 the electricity measuring equipment on the end of the Power Plant and conduct
 the following work:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (1) The remote terminal
 data and the electric quantity measurement data of the Power Plants RTU,
 computer monitoring system, electric quantity collecting and transmission
 device shall be transmitted to the Provincial Dispatch, the secondary
 dispatching agency and relevant dispatching automation system and the
 Provincial Dispatchs electric quantity measurement system in accordance with
 the transmission regulations. The electric quantity measurement system shall
 pass the tests conducted by a qualified inspector acceptable to both Parties
 so as to ensure the correct transmission of the data. The data collecting
 times and accuracy of the real-time information of the operation of the
 equipment of the Power Plant shall satisfy the operation requirements of
 relevant regulations and the Dispatching Agency.

18

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| |                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) Party B shall satisfy
 Party As requirements in respect of the collection and application of the
 information of the protection (breakdown) information system, water
 adjustment automation system, WAMS system, etc.
| |                                                                                                                                                                                                                            
| | (3) Party B shall collect
 the following automation information and transmit the same directly to Party
 A:                                                                                                                

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1) | Remote monitoring signals                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | Active power, reactive
 power, current, voltage, power factor of the line; active power, reactive
 power, current, voltage of the two sides of the transformer; active power,
 reactive power, current, voltage, frequency of the terminal of the unit;
 reactive power and current of the capacitor and the reactor (set); voltage
 and frequency of various section of the bus; the upper limit of the output of
 each unit; the lower limit of the output of each unit; response speed rate of
 each unit; returned value of the target fixed value of each unit or the whole
 plant.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 2) | Remote communication
 signals                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | General signal of accident
 of the Power Plant; signals of the locations of all breakers, isolation
 switch, grounding switch; action SOE of the breaker of the whole plant;
 signals of PSS in service and out of service; primary frequency regulation in
 service and out of service; signals of increase, close or lockup of the load
 of each unit or the whole plant; whether the AGG is allowed to be in service
 in DCS system of the unit.                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 3) | Remote regulation signals                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | Control value of AGC
 real-time points (single unit / whole plant control mode).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

| |                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (4) Party B shall timely
 analyze the causes of the breakdown of its dispatching automation and
 relevant systems, take prevention measures.                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                 
| | (5) Party B shall assist
 Party A with its dispatching of automation, and operation and maintenance of
 relevant systems, cooperate with Party A with its investigation of an
 accident.                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                 
| | (6) The computer
 monitoring system of the Power Plant must be in compliance with the
 Regulations on the Safety and Protection of the Second System of the Power
 Energy issued by the State Electricity Regulatory Commission.                                                                                
| |                                                                                                                                                                                                                                                                                                                 
| | (7) When the Power Plant
 (unit) equipped with AGC participates in the grids power generation control,
 the AGC instructions issued by the Dispatching Agency shall be able to be
 transmitted correctly to the AGC system of the Power Plant through the Power
 Plants RTU or the computer monitoring system.
| |                                                                                                                                                                                                                                                                                                                 
| | (8) A new unit must
 complete AGC function test and the system commissioning during the grid
 connection commissioning period, and be subject to the AGC control of the
 Dispatching Agency after the end of such commissioning.                                                                                

19

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (9) The remote terminal
 equipment connected to Party As automation system and the monitoring system
 shall satisfy the relevant technical requirements of the dispatching
 automation raised by Party A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (10) The kilowatt-hour
 meters at the electric quantity measurement gateway must have a main back-up
 meter (0.2S class) as required by the Power Plants on-grid circuit. If a
 unit needs more than 3 kilowatt-hour meters according to the rule of
 installation standard for a single meter (0.5S class), the electric quantity
 collecting device and the kilowatt-hour meter that meet the requirements of
 Party A in terms of models shall be installed, and shall also satisfy the
 requirements and conditions for connecting the same to Party As electric
 quantity collecting system. Party B shall be responsible for the
 communication channel for the collected electric quantity data as required by
 Party A, and bear the costs for its operation.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (11) Party B shall conduct
 a transmission test on the collected signals of remote terminals and remote
 communications (breakers, isolating switches) at a fixed date each year in
 conjunction with the overhaul plan of the Power Plant, and regularly
 calibrate the collected volume of remote terminal and remote communication
 signals. After the test, Party B shall submit the testing report to the
 Dispatching Agency.                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (12) The monitoring system
 of the hydroelectric plant shall be able to receive the daily power
 generation dispatching schedule issued by Party As dispatching office.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (13) Party B shall submit
 the statement of the previous month to the Dispatching Agency as required on
 the 3rd business day of each month. Party A shall assess responsible entity
 in accordance with relevant rules and regulations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|11.3 | Both Parties shall conduct
 maintenance of the automation equipment in accordance with the Regulations of
 Yunnan Grid Dispatching Management, the Interim Provisions on Yunnan Grid
 Dispatching Automation Management and the Rules on Yunnan Grid Automatic
 Power Generation Control Management, and must not wilfully withdraw or cease
 such equipment.                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|11.4 | The Power Plants RTU,
 computer monitoring system, electric quantity collecting and transmission
 device shall meet the following major operation indicators:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (1) The availability rate
 (month) of the remote terminal stations of the RTU or the computer monitoring
 system must be 99.8% or more.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (2) The monthly qualified
 rate of the remote monitoring must be 98% or more.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (3) The monthly qualified
 rate of the remote communication must be 100%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (4) The success rate of
 the remote control or remote regulation of the station must be 100%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (5) The availability rate
 of the remote electric quantity collecting device must be 100%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (6) The availability rate
 of the unit AGC must be 98% or more; the in-service rate of the hydroelectric
 unit AGC must be 98% or more.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

20

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|     |                                                                                                                                                                                                                                                                                                                                                                   
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|11.5 | Each Party shall appoint a
 dedicated person(s) to be in charge of the operation and maintenance of its
 own dispatching automation system, and ensure the normal operation of such
 automation system.                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                   
|12   | Dispatching
 Communication                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                   
|12.1 | Party A shall be
 responsible for the operation and maintenance of the dispatching
 communication systemat the dispatching terminal, and conduct
 the following work:                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                   
|     | (1) supervising the
 reliability of the operation of the dispatching communication system, be
 responsible for monitoring and regulation of the operation of the
 communication system, and coordinating in case of any material issue arising
 in operation;                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                   
|     | (2) be responsible for the
 operation and maintenance of the communication equipment and line at the end
 of dispatching terminal;                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                   
|     | (3) analysing the cause of
 any breakdown of the dispatching communication system in a timely manner and
 taking prevention measures;                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                   
|     | (4) urging, guiding and
 coordinating the operation and maintenance of Party Bs dispatching
 communication system, and assisting Party B with its investigation of any
 accident.                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                   
|12.2 | Party B shall be
 responsible for the operation and maintenance of the dispatching
 communication system at the terminal of the Power Plant, and meet the
 following requirements:                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                   
|     | (1) be responsible for the
 operation and maintenance of the dispatching communication system at the
 terminal of the Power Plant, and guarantee its reliable operation; conducting
 statistical analysis of the operation, assessment of the operation, and
 submitting the statement to Party A on a monthly basis;                                             
|     |                                                                                                                                                                                                                                                                                                                                                                   
|     | (2) analysing the cause of
 any breakdown of the dispatching communication system in a timely manner and
 taking prevention measures;                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                   
|     | (3) assisting Party A with
 its operation and maintenance of the dispatching communication system,
 abiding by Party As dispatching instructions, and assisting Party A with its
 investigation of any accident.                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                   
|12.3 | Party Bs communication
 equipment for the connection to the power communication network of Party A
 shall be identical in terms of model and figuration, and obtain Party As
 approval. Technical proposal may be adopted for connection to the power
 communication network only when it has been approved by Party As department
 in charge of communication.
|     |                                                                                                                                                                                                                                                                                                                                                                   
|12.4 | The carrier frequency, wireless
 radio frequency of Party B must be the same as that of power communication
 network of Party A; Party B must apply to Party A for the use of the same,
 and may use them only when they are approved and given written consent by
 Party A.                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                   
|12.5 | Both Parties shall have
 alternative communication system, and ensure the smooth transmission of
 communications between the grid and the Power Plant.                                                                                                                                                                                                            

21

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|12.6 | Party Bs dispatching
 communication system shall reach the following major operation indicators:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (1) The operation rate of
 the optical communication equipment must be 99.98% or more.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (2) The operation rate of
 the dispatching exchange equipment must be 99.85% or more.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (3) The operation rate of
 the carrier equipment must be 99.93% or more.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (4) The inadequacy rate of
 equipment must be 100%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (5) The operation rate of
 the network equipment must be 99.99% or more.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|12.7 | Each Party shall appoint a
 dedicated person(s) to be in charge of the operation and maintenance of its
 own dispatching communication system, and ensure the normal operation of such
 communication system.                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|13   | Other
 Requirements to Ensure the Safe Operation of the Grid                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|13.1 | Primary Frequency
 Regulation Function of the Unit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | 13.1.1 All units connected
 to Yunnan electric grid shall have and perform the function of primary
 frequency regulation. The primary frequency regulation test of Party Bs new
 units shall be completed prior to its full-load running test. Relevant test
 reports shall be provided and implemented in the running.                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | 13.1.2 The Power Plant
 shall establish a complete management system to ensure the function of the
 primary frequency regulation of the units can be performed safely. If a unit
 fails to perform its function of the primary frequency regulation, or the
 capability of the primary frequency regulation of the unit changes, resulting
 in any adjustment of the fixed value, the Power Plant shall promptly make an
 application to the Dispatching Agency and stop the function of the primary
 frequency regulation with its approval.                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | 13.1.3 The real-time
 switching-on/off signals of the primary frequency regulation function shall
 be sent to the SCADA/EMS system of relevant Dispatching Agency, and
 switching-on time period of the primary frequency regulation of the unit
 shall be recorded automatically.                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | 13.1.4 If any parameter
 related to the primary frequency regulation function is changed, various data
 must meet the technical standards of the primary frequency regulation.
 Relevant materials shall be submitted within one business day after such
 change. After the equipment modification or overhaul related to the primary
 frequency regulation function of the unit, relevant test shall be conducted,
 and the acceptance form of application of the primary frequency regulation
 function shall be submitted to the Dispatching Agency within three business
 days after such test. Relevant test materials shall be submitted within one
 month.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | 13.1.5 The Power Plant
 shall submit relevant test plan of the primary frequency regulation to
 competent Dispatching Agency two weeks prior to such test, and provide formal
 test report within two weeks after the completion of such test. The test
 results shall be examined and accepted by competent Dispatching Agency.                                                                                                                                                                                                                                                                                                                                 

22

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 13.1.6 The Power Plant
 shall procure the primary frequency regulation function of its units shall
 meet the technical requirements as follows:                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (1) the permanent slip
 rate shall be no more than 3%;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (2) the speed dead band of
 the main servomotor on the side iX shall be no more than 0.04%;                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | the dead time of the
 servomotor shall be no more than 0.2S;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (3) the dead band of the
 primary frequency regulation of the units shall be no more than ±0.05Hz; the
 lag time of response of the primary frequency regulation shall be no more
 than 3 seconds and the stable time shall be less than 60 seconds. Where the
 variation of the grid frequency exceeds the dead band of the primary
 frequency regulation of the unit, the average deviation between the actual
 capacity output of the unit and the response target of the unit shall be
 within ±3% of the rated actual output of the unit;
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (4) there is no
 restriction on the variation of the load of the units primary frequency
 regulation.                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | 13.1.7 The materials and
 data related to the primary frequency regulation submitted by Power Plant to
 the Dispatching Agency shall include:                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (1) the acceptance form of
 application of the primary frequency regulation function;                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (2) transfer function of
 the speed governing system, parameters of various stages and relevant test
 reports;                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (3) testing reports of he
 permanent slip rate of the speed governing system, the speed dead band iX and
 the dead time of the servomotor;                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (4) the curve of variation
 of the unit load with the frequency in the dynamic test of the primary
 frequency regulation of the unit. The sampling time period shall be no more
 than 1s.                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|13.2 | Field Measurement of
 Parameters of the Unit Speed-governing System Model                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | 13.2.1 The field
 measurement of the parameters of the speed-governing system model of Party
 Bs unit shall be completed prior to the full-load running test.                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | 13.2.2 The Power Plant
 shall submit the plan for field measurement test of the parameters of the
 speed-governing system model to competent Dispatching Agency two weeks prior
 to the test. A formal test report shall be submitted within two weeks after
 the completion of such test. The test results shall be examined and accepted
 by competent Dispatching Agency.                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|13.3 | Function of Excitation
 System of Unit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | 13.3.1 The excitation
 systems of all units connected to regional power system of Yunnan electric
 grid shall meet the requirements of Yunnan grid in terms of safe and stable
 operation;                                                                                                                                                                                                                                                                                                                                                    

23

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                 
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 13.3.2 The excitation
 systems of Party Bs units shall be equipped with PSS;                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | 13.3.3 The Power Plant
 shall provide the Dispatching Agency with the type of the excitation system,
 the transfer function model and relevant design parameters prior to the
 connection of a new unit. The field measurement of the excitation system and
 PSS on-site testing shall be completed prior to the full-load running test of
 the unit.                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | 13.3.4 Party Bs Power
 Plant shall procure the PSS function of the units can be performed safely
 according to relevant requirements. The real-time switching-on/off signals
 shall be transmitted to the Dispatching Agency for dispatching the automatic
 system (SCADA/EMS). The Power Plant can cease the PSS function of the units
 only when its application to the Dispatching Agency has been approved.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | 13.3.5 The Power Plant
 shall submit the plan for field measurement of the parameters of the
 excitation model and the plan for PSS on-site testing to competent
 Dispatching Agency two weeks prior to such tests. Formal test reports shall
 be submitted within two weeks after the completion of such tests. The test
 results shall be examined and accepted by competent Dispatching Agency.              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | 13.3.6 The excitation
 systems of the units shall meet the technical requirements as follows:                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (1) the time of delay of
 self-parallel excitation system shall be no more than 0.03 second;                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (2) the automatic
 regulating excitation system shall procure the accuracy of voltage adjustment
at the generator terminal shall be over 1%;                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (3) the annual rate of
 Forced Outage of the excitation system shall be no more than 0.5%;                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (4) the nominal response
 of the excitation system shall be no less than 2 unit/second; the rising
 time (reinforced excitation) of fast excitation system (SCR excitation
 system and high initial response excitation system) shall be no more than
 0.08 second and the fall time (fast loss of excitation) shall be no more
 than 0.15 second.                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (5) the PSS function
 shall be performed reliably and no anti-regulation shall occur.                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 
|13.4 | Under-excitation Test of
 the Units                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | 13.4.1 The
 under-excitation test of a new unit shall be completed prior to its
 full-load running. Relevant test report shall be provided.                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | 13.4.2 The Power Plant
 shall submit the plan for the test to competent Dispatching Agency two weeks
 prior to the test. A formal test report shall be submitted within two weeks
 after the completion of such test. The test results shall be examined and
 accepted by competent Dispatching Agency.                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 
|13.5 | Black Start Test                                                                                                                                                                                                                                                                                                                                                                                                

24

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 13.5.1 The Power Plant
 shall prepare its plan for black start and amend it every year according to
 the requirements of the power grid and the actual situation of the plant.
 Such plan shall be filed to the dispatching center for record.                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | 13.5.2 The Power Plant
 shall carry out self-start test as required by the Dispatching Agency to see
 whether it has self-start capability. The test results shall be examined and
 accepted by competent Dispatching Agency.                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|14   | Accident
 Handling and Investigation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|14.1 | The Dispatching Agency
 and the Power Plant shall handling any accident happened within their
 control properly and promptly according to the Dispatching Regulations of
 Power System and on-site operations regulations of the Power Plant. The
 information related to the accident handling shall be notified one another.                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|14.2 | The equipment accident
 within the control of the Dispatching Agency shall be handled strictly
 according to the instructions of the on-duty dispatcher (unless it is an
 accident as set out in the on-site regulations which might put any person or
 equipment at risk.)                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|14.3 | The Dispatching Agency
 shall set down accident handling principles and detailed anti-accident
 measures according the relevant regulations, the structure of the grid,
 operation features and actual situation of the Power Plant, and expressly
 give the requirements on necessary measures which the Power Plant shall take
 (including black start test and its plan).                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | 14.3.1 In case of any
 emergency which threatens the safety of the grid, the on-duty dispatcher of
 the Dispatching Agency may take necessary steps to procure and resume the
 safe operation of the grid, including adjusting the generation output of the
 Power Plant, giving instructions of starting or stopping the units, disconnecting
 the Power Plant from the grid, etc.                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | 14.3.2 If the Power Plant
 or any unit is required to be disconnected, the Dispatching Agency shall
 resume the connection and operation of the Power Plant or the unit after
 such emergency is over or has been remedied.                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | 14.3.3 The Dispatching
 Agency shall explain the reason of disconnection of the Power Plant or the
 unit to Party B thereafter.                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|14.4 | The Party or both Parties
 claiming the occurrence of the accident shall investigate the accident. The
 finding of the investigation shall include: the reason of the accident, the
 party or parties who shall be liable for the accident and their detailed
 liabilities, anti-accident measures to prevent similar accidents. The Party
 who is liable for the accident shall bear relevant liabilities according to
 the finding of the investigation and implement any anti-accident measure in
 a timely manner.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | 14.4.1 In respect of any
 accident of the grid, where Party A is responsible for the investigation, it
 shall invite Party B to investigate when Party B is relevant. Party B shall
 support and cooperate with Party A in its investigation by providing the
 fault recorded diagram, running status of the accident, relevant data and
 other accident analysis materials.                                                                                                                                          

25

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 14.4.2 In respect of any
 accident of the Power Plant, where Party B is responsible for the
 investigation, it shall invite Party A to investigate when Party A is
 relevant. Party A shall support and cooperate with Party B in its
 investigation by providing the fault recorded diagram, running status of the
 accident, relevant data and other accident analysis materials.                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | 14.4.3 In respect of any
 accident related the grid and the Power Plant, if the cause cannot be
 determined and agreed within a short period of time, both Parties shall set
 up a special co-investigation team to investigate the accident according to
 relevant regulations.                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | 14.4.4 The investigation
 report(s) related to the accident happened on one Party or on both Parties
 shall be made public. The content of the report(s) shall include: the cause
 of the accident, the handling process of the accident, the party who is
 liable for the accident and the liabilities it shall bear, the improvement
 plan and any preventative measures, etc.                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | 14.4.5 The Party who is
 liable for the accident shall remedy its fault in a timely manner and
 implement any improvement plan and preventative measures. Where the
 improvement plan and any preventative measures are relevant to the other
 Party, they shall be accepted by such other Party.                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|15   | Force
 Majeure                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|15.1 | If the occurrence of the
 Event of Force Majeure totally or partially prevents a Party performing any
 of its obligations under this Agreement, such Party may suspend performing
 its obligations, provided that:                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (1) the extent to and
 time period for the obligation exemption and delay shall not exceed the
 extent and time period as reasonably required for eliminating the impact
 caused by the Event of Force Majeure;                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (2) the Party which is
 affected by the Event of Force Majeure shall continue its other obligations
 under this Agreement which are not affected by the Event of Force Majeure;                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (3) once the Event of
 Force Majeure ends, such Party shall resume the performance of this
 Agreement as soon as possible.                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|15.2 | If any Party is prevented
 from performing this Agreement due to any Event of Force Majeure, such Party
 shall notify the other Party in writing within 3 days, indicating the
 occurrence date of the Event of Force Majeure, the time period during which
 the Event of Force Majeure is estimated to last, the nature of the event,
 the impact on the performance of such Party of this Agreement, and any
 measures that have been taken by such Party to reduce the impact of such
 Event of Force Majeure.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | As required by the other
 Party, the Party which is affected by any Event of Force Majeure shall
 provide the other Party with an evidential document in relation to the
 occurrence of the Event of Force Majeure within 30 days from the date on
 which such event occurs (in case of interruption of communication, from the
 date on which the communication resumes) issued by the notary office in the
 place where the Force Majeure occurs.                                                              

26

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|     |                                                                                                                                                                                                                                                                                                                                            
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|15.3 | Both Parties affected by
 the Event of Force Majeure shall take reasonable steps to reduce the losses
 suffered by one or both of the Parties. Both Parties shall negotiate and
 implement remedial plans and reasonable alternative measures in a timely
 manner in order to reduce or eliminate the impact of the Event of Force Majeure.
|     |                                                                                                                                                                                                                                                                                                                                            
|     | If the Party which is
 affected by the Event of Force Majeure fails to make its best efforts to
 take reasonable measures to mitigate the influence of the Event of Force
 Majeure, such Party shall bear any additional losses caused by such act.                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                            
|16   | Default
 Liability                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                            
|16.1 | Any Partys failure to
 perform this Agreement shall be deemed as a breach of contract, and the
 other Party shall be entitled to require the defaulting party to bear the
 default liability.                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                            
|16.2 | Where any of the
 following default with respect to Party A occurs, it shall be liable to
 Party B for such default:                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                            
|     | (1) failing to perform
 the obligations set out in Clause 3, which results in the direct economic
 loss to Party B.                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                            
|     | (2) violating the
 provisions of Clause 4.2, which results in the failure of power generation
 of the Power Plant or the direct economic loss to Party B.                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                            
|     | (3) violating the
 provisions of Clause 5.3 and Clause 5.4, which results in the direct
 economic loss to Party B.                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                            
|     | (4) violating the
 provisions of Clause 6.2, which results in the direct economic loss to Party
 B.                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                            
|     | (5) the Dispatching
 Agency required the Power Plant (unit) to carry out the peak modulation,
 frequency modulation and pressure modulation beyond is designed capacity or
 the provisions of this Agreement, which results in the direct economic loss
 to Party B.                                                                       
|     |                                                                                                                                                                                                                                                                                                                                            
|16.3 | Where any of the
 following default with respect to Party B occurs, it shall be liable to
 Party A for such default:                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                            
|     | (1) failing to perform
 the obligations set out in Clause 3, which results in the direct economic
 loss to Party A.                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                            
|     | (2) failing to complete
 the preparatory work the Grid connection pursuant to the relevant provisions
 of Clause 4, which results in the direct economic loss to Party A.                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                            
|     | (3) violating the
 provisions of Clause 5.2 and Clause 5.4, which results in the direct
 economic loss to Party A.                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                            
|     | (4) violating the
 provisions of Clause 6.1 and Clause 7.1.1.                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                            
|     | (5) the abnormal state or
 failure of the primary and secondary equipments in the Power Plant related
 with the operation of the Grid due to Party Bs reason, which results in the
 direct economic loss to Party A.                                                                                                                      

27

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|     |                                                                                                                                                                                                                                                                                                                                                              
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (6) failing to engage in
 the peak modulation, frequency modulation, pressure modulation and standby
 of the power system pursuant to the provisions of Clause 7.4.                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                              
|     | (7) failing to report to
 the Dispatching Agency the actual condition of the equipments (such as the
 generator, primary and secondary electric equipment etc.) and the relevant
 facilities in the Power Plant.                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                              
|     | (8) the relay protection
 and security automatic device in the Power Plant fail to meet the index set
 out in Clause 10.2, or the relay protection and security automatic device
 occur failure or does not work properly due to Party Bs reason, which
 results in the accident and the expansion of the accident and the direct
 economic loss of Party A.
|     |                                                                                                                                                                                                                                                                                                                                                              
|     | (9) the dispatching
 automation system in the Power Plant fails to meet the indicators set out in
 Clause 11.4, or the dispatching automation system occurs failure due to
 Party Bs reason, which results in the accident and the expansion of the
 accident and the direct economic loss of Party A.                                                      
|     |                                                                                                                                                                                                                                                                                                                                                              
|     | (10) the dispatching
 communication system in the Power Plant fails to meet the indicators set out
 in Clause 12.6, or the dispatching communication system occurs failure due
 to Party Bs reason, which results in the accident and the expansion of the
 accident and the direct economic loss of Party A.                                               
|     |                                                                                                                                                                                                                                                                                                                                                              
|16.4 | Where any of the
 following material defaults with respect to Party B occurs, Party A may take
 enforcement, even to split the defaulting Power Plant (unit). Party B shall
 not be entitled to claim against Party A for the loss incurs due to such
 split.                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                              
|     | (1) The Power Plant
 started up the unit to connect with the Grid or shut down the unit to split
 without the consent of the Dispatching Agency.                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                              
|     | (2) In case of Emergency,
 the Power Plant violated the provisions of Clause 6.1 and Clause 7.1.1.                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                              
|     | (3) In case of Emergency,
 the Power Plant failed to report to the Dispatching Agency the actual
 condition of the equipments (such as the generators, primary and secondary
 electric equipments etc.) and the relevant facilities in the Power Plant.                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                              
|16.5 | Unless otherwise set out
 in this Agreement, in case of the occurrence of any default, the
 non-defaulting Party shall notify promptly the defaulting Party to stop
 defaulting and deliver a writing notice to the defaulting Party to request
 it to remedy the default and bear the default liability pursuant to the
 provisions of this Agreement.      
|     |                                                                                                                                                                                                                                                                                                                                                              
|16.6 | The defaulting Party
 shall promptly take measures to remedy its default, confirm its default
 pursuant to the provisions of this Agreement and take the default liability
 pursuant to the relevant clauses of the Power Purchase and Sale Contract.                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                              
|16.7 | Prior to the expire of
 the term of performance set out in this Agreement, if either Party expresses
 or implies with its acts that it will not perform its obligations under this
 Agreement, the other Party may request it to take the default liability.                                                                                                 

28

---



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|17   | Effectiveness
 and Term of the Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | This Agreement shall come
 into force upon the execution by the legal representatives or authorized
 representatives of both Parties and affixture of seals of company, the term
 shall be one year (from the date of execution) and this Agreement shall
 continue to be effective until the new agreement is executed.                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|18   | Alteration,
 Transfer and Termination of the Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|18.1 | Any alteration, revision
 and supplement to this Agreement shall be in writing and the conditions for
 effectiveness shall the same as Clause 17.                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|18.2 | Both Parties expressly
 agree that neither of them has the right to transfer all or part of its
 rights and obligations under this Agreement to a third party without prior
 written consent of the other Party.                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|18.3 | During the term of this
 Agreement, both Parties agree to make relevant adjustments and amendments to
 this Agreement in the event of any change of relevant state laws,
 regulations, rules and policies.                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|18.4 | Termination of Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | In case of occurrence of
 any of following events, the other Party has the right to terminate this
 Agreement after sending a termination notice:                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (1) a Party becomes
 bankrupt or is the subject of proceedings for liquidation or its business
 license or power business permit is revoked;                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (2) a Party is merged
 with another entity or transfers all or most of its assets to another entity
 and the existing entity is unable to reasonably bear all of its obligations
 under this Agreement;                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|19   | Dispute
 Settlement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|19.1 | Any dispute arising out
 of or in relation to the performance of this Agreement shall be first
 settled by both Parties through negotiation. It may be submitted to the
 national electricity regulatory authority for mediation. If it fails to be
 settled through negotiation and meditation, the Parties agree to submit such
 dispute to Yunnan Kunming Arbitration Commission and apply for arbitration
 in accordance with its arbitration rules. The arbitral award shall be final
 and binding on the Parties.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|20   | Applicable
 Law                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|20.1 | The execution,
 effectiveness, construction, performance and dispute settlement in respect
 of this Agreement shall be governed by PRC law.                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|21   | Miscellaneous                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|21.1 | Confidentiality                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | Both Parties shall treat
 as confidential any materials and documents which are acquired from the
 other Party and could not be obtained from public domain. Without the
 consent                                                                                                                                                                                                                                                                                                                                      

29

---



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | of such other Party which
 provides such materials and documents, the Party shall not divulge any or
 all of such materials and documents to any third party, unless as otherwise
 required by the state.                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|21.2 | Schedules                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | Schedule 1: Diagram of
 Grid Connection Points                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | Schedule 2: Power Plant
 Technical Parameters                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | Schedule 3: Division of
 Scope of Dispatch of Plants Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | The schedules to this
 Agreement (including the special terms) are the integral part of this
 Agreement, and shall be as valid as this Agreement. In case any discrepancy
 occurs between the interpretation of the body text and the schedules of this
 Agreement, in consideration of the nature of the subject matter of the
 dispute, the content which is most relevant to the dispute and can better
 handle such dispute shall be prevail. If the discrepancy and dispute cannot
 be solved in accordance the above principles, both Parties shall negotiate
 to determine on a good faith basis for the purpose of this Agreement.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|21.3 | Entire Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | This Agreement (including
 the special terms) and its schedules constitute the entire agreement between
 the Parties in respect of the subject of this Agreement, and shall supersede
 any prior discussions, negotiations, agreements andcontracts between the Parties
 concerning this Agreement.                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|21.4 | Notice and Delivery                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | Any notice and document
 in connection with this Agreement shall be in writing. They shall be deemed
 as received when the receiver signs for confirmation if they are sent by
 registered email, express mail or personal delivery. They shall be deemed as
 received when they are sent and received by fax. All notices and documents
 shall come into force when they have been delivered or received. All notices
 shall be sent to the addresses provided below in this Agreement, or to the
 revised address where one Party notify the other Party of any change of its
 address in writing.                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | Party A:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | Yunnan Power Dispatching
 Centre                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | Attention: Luan Yi                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | Telephone: (0871) 3012761
 Fax: (0871) 3012730                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | Email: yyk@yepg.com                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | Address: No. 49 Tuo Dong
 Road, Kunming City, Yunnan Province. Postal Code: 650011                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | Local Dispatch:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

30

---



|     |                                                                                                                                                                                                                                                                                                                               
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | Dispatching Agency of
 Kunming Power Supply Bureau                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                               
|     | Attention: Li Xiao Song                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                               
|     | Telephone: (0871) 3068638
 Fax: (0871) 3068385                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                               
|     | Email: lxskm@126.com                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                               
|     | Address: No. 39 Tuo Dong
 Road, Kunming City, Yunnan Province. Postal Code: 650011                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                               
|     | Party B:                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                               
|     | Luquan Xiaopengzu Power
 Generation Co., Ltd.                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                               
|     | Attention: Zhang Mei                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                               
|     | Telephone: 13888516682 Fax:
 8863500                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                               
|     | Email: zm918125@126.com                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                               
|     | Address: Township Post Office
 C/O, Dong Village, Fumin County Postal Code: 650405                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                               
|21.5 | No Waiver                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                               
|     | Either Party shall not be
 deemed as waive its rights if it has not represented in writing to waive any
 its rights under this Agreement, The failure of either Party to exercise any
 of its rights under this Agreement shall not be deemed as the waiver of any
 of such rights or the future waiver of any of such rights.
|     |                                                                                                                                                                                                                                                                                                                               
|21.6 | Continue to be Effective                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                               
|     | The clauses related with
 the arbitration and confidentiality in this Agreement shall survive the
 termination of this Agreement.                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                               
|21.7 | Counterparts                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                               
|     | This Agreement shall be
 executed in quintuplicate, and each Party will hold 2 copies and the
 electricity regulatory commission will hold one copy.                                                                                                                                                                          

|                            |                            
|--------------------------- | ---------------------------
|Party A (seal):             | Party B (seal):            
|                            |                            
|Legal Representative:       | Legal Representative:      
|                            |                            
|Or                          | Or                         
|                            |                            
|Authorized
 Representative: | Authorized
 Representative:
|                            |                            
|Date of Execution:          |                            

31

---



Special
 Terms

Reservoir Operation
 of Xiaopengzu Power Plant

|    |                                                                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1 | Reservoir particulars and
 basic parameters                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                   
|    | 1.1.1 The Power Plants
 reservoir regulation: weekly reservoir regulation                                                                                                                                                        
|    |                                                                                                                                                                                                                                   
|    | 1.1.2 Basic parameters                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                   
|    | (1) drainage area under
 control: 8,162 km2                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                   
|    | (2) normal water storage
 level and corresponding storage capacity: 1,561.0 m, 16,540,000 m3                                                                                                                                      
|    |                                                                                                                                                                                                                                   
|    | (3) dead water level and
 corresponding storage capacity: 1,553.0 m, 11,420,000 m3                                                                                                                                                
|    |                                                                                                                                                                                                                                   
|    | (4) designed flood water
 level and corresponding storage capacity: 1,558.34 m, 14,650,000 m3                                                                                                                                     
|    |                                                                                                                                                                                                                                   
|    | (5) maximum flood water level
 and corresponding storage capacity: 1,561.26 m, 16,770,000 m3                                                                                                                                      
|    |                                                                                                                                                                                                                                   
|    | 1.1.3 Storage capacity                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                   
|    | (1) total storage
 capacity: 16,770,000 m3                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                   
|    | (2) storage capacity for
 irrigation, water supply and power supply: 5,120,000 m3                                                                                                                                                 
|    |                                                                                                                                                                                                                                   
|    | 1.1.4 Rate of flow                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                   
|    | (1) designed flood: 1,700
 m3/s                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                   
|    | (2) maximum flood: 2,520
 m3/s                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                   
|    | (3) designed maximum down
 flow: 1,700 m3/s                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                   
|    | (4) designed minimum down
 flow: 1,700 m3/s                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                   
|    | (5) maximum power
 generation: 83.5 m3/s                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                   
|1.2 | Reservoir operation scope                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                   
|    | The power generation
 dispatching of the reservoir shall be the charge of the power dispatching
 agency, while the flood prevention and control shall be the charge of the
 Power Plant and the local flood-prevention department.
|    |                                                                                                                                                                                                                                   
|1.3 | Reservoir operation
 principles                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                   
|    | (1) The reservoir
 operation shall be conducted in accordance with relevant laws and
 regulations, as well as the reservoir operation rules so as to ensure safe
 operation of the reservoir.                                     

32

---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | (2) The reservoir
 operation shall be conducted in strict accordance with the designed flood prevention
 principles so as to ensure the safety of the key project, and meet the
 requirements of anti-flood standards in the upper reach and the lower reach.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (3) Making full use of
 water energy resources, and giving full play to the role of the comprehensive
 use of the reservoir.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|1.4 | Basic requirements on
 reservoir operation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (1) Party B shall provide
 to Party A the hydroelectric station designing materials, operation
 statistics, and the operation summery required by Party A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (2) The Power Plant shall
 timely formulate an annual flood control proposal on the basis of designed
 anti-flood standards, the reservoir flood control principles and actual
 conditions. After the proposal is approved, the Power Plant shall file it to
 the power dispatching agency for record before May 31 each year. The Power
 Plant shall keep close watch on the climate change in the vicinity during
 the flood period, and provide information about hydrology and flood
 prevention in a timely manner, and do a good job in forecasting the
 short-term flood. In the event of a serious flood situation or a climate
 which may cause disaster, Party B shall promptly notify Party A. The power
 dispatching agency shall actively cooperate with the anti-flood commanding
 authorities in doing a good job in the Power Plants flood control work.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (3) The Power Plant shall
 strengthen the maintenance and management of the automatic monitoring and
 reporting system, ensure its reliability. The normal operation rate must be
 higher than 95%; and the qualified rate of hydrology forecasting 92%. The
 Power Plant shall report information concerning water situation to the power
 dispatching agency in a timely, accurate and reliable manner, and be subject
 to supervision and appraisal by the power dispatching agency.                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (4) When the repair or
 maintenance of any hydraulic works affects normal power generation of the
 Power Plant, the reservoir management office shall formulate a temporary
 operation proposal and submit the same to the power dispatching agency.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (5) The water level of
 the Power Plants reservoir shall be controlled in accordance with the
 designed operation diagram or the reservoirs water level drop plan agreed
 by both Parties, and ensure that the water level must not be lower than the
 designed dead water level when the Power Plant is operating. Generally, the
 water level of the reservoir must reach the normal water storage level at
 the end of the flood period of each year.                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (6) The comprehensive
 economic efficiency of the Power Plant should be brought to the full, and
 the role of the Power Plant should be fully displayed in frequency
 regulation, peak regulation and reservation for guarding against any
 accident, provided that the Power Plants dam and equipment are in sound
 conditions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (7) Both Parties shall
 cooperate with each other, make joint effort, make full use the water
 energy, use water economically and strive to generate as much electricity as
 possible. In the event of conflict between the reservoir safety on the one
 hand and the irrigation, water supply or power supply on the other, the
 latter shall make way for the former.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

33

---



Schedule 1: Diagram of Grid Connection Points

(DIAGRAM)

34

---



Pushifulu I circuit

35

---



Schedule 2: Power Plant Technical Parameters

|  |                                                 
|- | ------------------------------------------------
|1 | Nameplate parameters of
 the Power Plants units

|          |  |                                 |  |                                                                     |  |                     |  |                                                                     |  |                 |  |                           |  |                          |  |                   |  |                         |  |                               |  |                                        |  |                                            
|--------- |  | ------------------------------- |  | ------------------------------------------------------------------- |  | ------------------- |  | ------------------------------------------------------------------- |  | --------------- |  | ------------------------- |  | ------------------------ |  | ----------------- |  | ----------------------- |  | ----------------------------- |  | -------------------------------------- |  | -------------------------------------------
|Unit
 No. |  | Model
 of 
 hydraulic 
 turbine |  | producer                                                            |  | Model of
 generator |  | producer                                                            |  | rated
 capacity |  | rated
 revolution 
 speed |  | rated
 capacity 
 factor |  | Terminal
 voltage |  | Main
 transformer 
 No. |  | Model of 
 main 
 transformer |  | producer                               |  | rated
 capacity of 
 the main 
 transformer
|          |  |                                 |  |                                                                     |  |                     |  |                                                                     |  |                 |  |                           |  |                          |  |                   |  |                         |  |                               |  |                                        |  |                                            
|No.1      |  | HLA616-LJ-216                   |  | Fujian Nanping Nandian
 Hydraulic Equipment Manufacturing Co., Ltd. |  | SF20-20/4800        |  | Fujian Nanping Nandian
 Hydraulic Equipment Manufacturing Co., Ltd. |  | 20MW            |  | 300r/min                  |  | 0.8                      |  | 10.5kV            |  | No. 1                   |  | S10-63000/110                 |  | Shandong Taikai
 Transformer Co., Ltd. |  | 63MVA                                      
|No.2      |  | HLA616-LJ-216                   |  | Fujian Nanping Nandian
 Hydraulic Equipment Manufacturing Co., Ltd. |  | SF20-20/4800        |  | Fujian Nanping Nandian
 Hydraulic Equipment Manufacturing Co., Ltd. |  | 20MW            |  | 300r/min                  |  | 0.8                      |  | 10.5kV            |  | No. 1                   |  | S10-63000/110                 |  | Shandong Taikai
 Transformer Co., Ltd. |  | 63MVA                                      

36

---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2   | Grid connection route
 from the Power Plant to Party As grid                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (1) Name of the route:
 Pushifulu I circuit                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (2) Voltage: 110kV                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                        
|3   | Party B shall correctly
 provide other technical parameters of the Power Plant on the basis of the
 equipment designing parameters and the results of the grid connection
 commissioning.                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.1 | Output range of normal
 operation                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | The maximum output of
 normal operation of the Power Plants No. 1 unit and No.2 unit shall be 120%
 of the rated output, and the minimum output 50% of the rated output.                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.2 | When the grid is in a
 special circumstance, the maximum output of normal operation of the Power
 Plants No. 1 unit and No.2 unit shall be 134% of the rated output, and the
 minimum output 50% of the rated output.                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.3 | The designed minimum
 technical output of the Power Plants No. 1 unit and No.2 unit shall be 10
 MW, and that of vibration area 7 to 8 MW (for the vibration area, it needs
 filling out only for hydroelectric unit).                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.4 | 3.4 Power adjustment
 speed rate of the unit during the normal operation period:                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | No. 1 unit: 4 MW/min.                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | No. 2 unit: 4 MW/min.                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.5 | The shortest time from
 the receipt of the dispatching instruction to the transmission of the output
 from Power Plants No. 1 unit and No.2 unit to the grid, or from zero output
 to the rated output shall be 5 minutes.                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.6 | The shortest time to stop
 the unit upon a dispatching instruction from the full load capacity to the
 zero load capacity shall be 2 minutes.                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.7 | The shortest time to stop
 the operation of Power Plants No. 1 unit and No.2 unit from unit
 disconnection to the resumption of grid connection shall be 5 minutes.                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.8 | After Power Plants No. 1
 unit and No.2 unit have reached minimum operation level or above, the
 shortest time for them to maintain such operation level is 5 minutes.                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.9 | Power Plants No. 1 unit
 and No.2 unit, when providing output at a rated capacity, may operate on the
 basis of the capacity factor with a lead of 0.95 or more. The leading-phase
 capability in other working conditions shall be determined by the results of
 the leading-phase test.                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                        
|4   | After the Power Plant has
 been launched into production, if Party B discovers any change to the unit
 operation parameters resulting in its inability to reach the technical
 indicators prescribed in Clause 3 above, therefore the relevant parameters
 need revising. The Power Plant shall give an explanation to the power dispatching
 agency, and submit the test report confirmed by a qualified organization.

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Schedule 3 Division of Scope of Dispatch of Plants
 Equipment

| |                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) Party Bs Power Plant
 is a power plant subject to joint dispatching of the Provincial Dispatch and
 Local Dispatch. The dispatching work, corresponding to Clause 8.1-8.3 (power
 generation plan) of this Agreement, shall be under the charge of Party As
 Provincial Dispatch, and the remaining dispatching and management work of
 Party Bs Power Plant shall be under the charge of Party Bs Kunming Local
 Dispatch.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (2) Kunming Local
 Dispatchs scope of dispatch                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 1 The primary equipment
 for Plants No. 1 and No. 2 units of hydraulic turbine generators;                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 2 The Primary equipment
 for Plants No. 1 main transformer (the overcurrent protection constant
 value of the residual current of No. 1 main transformer 110kV shall be
 adjusted and calculated by Kunming Local Dispatch);                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 3 The route of Plants
 110 kV Pushifulu I return circuit;                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 4 The primary and
 secondary equipment for the circuit breaker of the Power Plants 110 kV
 Pushifulu I return and entry circuit;                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (3) Kunming Local
 Dispatchs scope of dispatch license and the Power Plants equipment                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 1 The Plants 10 kV bus
 and its corresponding primary and secondary equipment;                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 2 The relay protection of
 the Power Plants No. 1 and No. 2 units, No. 1 main transformer (or the unit
 of generator and transformer) shall be the responsibility of the Power Plant
 (including in-service and off-service operation, adjustment and
 calculation), and Kunming Local Dispatch shall be responsible for
 dispatching and management;                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 3 Plants hydraulic works
 and water monitoring and reporting system.                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (4) The Power Plant shall
 be responsible for the electric equipment used for its own needs                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | The division of dispatch
 in respect of equipment for relay protection, communication, automation and
 safe and automatic devices shall be, in principle, the same as that of the
 scope of dispatch of the primary equipment.                                                                                                                                                                                                     

38

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