|                                                        
|--------------------------------------------------------
|Exhibit 4.104                                           
|                                                        
|Agreement No. DDXY-2010006                              
|                                                        
|Grid Connection and Dispatching                         
|Agreement                                               
|                                                        
|Between                                                 
|                                                        
|Yunnan Nujiang Grid Co., Ltd.                           
|                                                        
|And                                                     
|                                                        
|Fugong County Hengda Hydroelectric Development Co., Ltd.
|                                                        
|May 2010                                                

---



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 Nujiang Grid Co., Ltd., a company which engages in the
Grid operation.

Domicile: No. 65 Xiang Yang Nan Road, Liuku Town, Lushui County, Nujiang
Prefecture.

Party B: Fugong County Hengda Hydroelectric Development Co., Ltd., a
company which engages in the electricity generation.

Domicile: Shangpa Town, Fugong 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 two power stations with the total installed
capacity of 35.2MW (Power Plant) which include the Alu River Power Station
in Shiyueliang Township, Fugong County, and the Zileng River Power Station in
Pihe Township, Fugong 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 Nujiang 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:

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 Dispatching
Centre of Yunnan Nujiang Grid Co., Ltd. (Prefecture Dispatch). It is the
dispatcher of the grids of 110KV or less of Nujiang Grid and a department of
Party A which will organize, direct, instruct and coordinate the operation of
the electricity system in accordance with laws.                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 1.1.2 Power Plant means the two power plants
owned, operated and managed by Party B with the total installed capacity of
35.2MW, i.e. the Alu River Power Station with the capacity of 10MW in
Shiyueliang Township, Fugong County, and the Zileng River Power Station with
the capacity of 25.2MW in Pihe Township, Fugong 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.                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 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.                                                                                                                                                                                                                                                                                          

2

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 1.1.15Planned 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.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 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                                                                                                              

3

---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | Hours in
the year with overhaul and the Annual Equivalent Allowable Unplanned Outage
Hours in the year without overhaul.                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 1.1.22Daily 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 Nujiang Grid Dispatching Management and the
Regulations of 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.                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

4

---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

5

---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|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 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.                 

6

---



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

7

---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 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 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.                                                                                                                                                                                                                                                                                                                                                                                                           

8

---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | (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 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

9

---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | (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, minimum technical output and test of unit
vibration area.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | The grid connection
unit must pass the tests set out in (1), (2) and (3) above, and may conduct a
full-load commissioning only when approved by the Dispatch Agency. Tests set
out in (4) 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

10

---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                               
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 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 Nujiang 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 Nujiang 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.                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|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 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:                                                                                                                                                                                                                                

11

---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | (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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

12

---



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 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.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

13

---



|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (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:                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (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):                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (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%;                                                                                                                                                                                                                                                                                          

14

---



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (3) The
hit rate of the operation of all protections > 99.63%;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (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 relevant dispatching
automation system and the 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.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (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.

15

---



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (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 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 Nujiang Grid Dispatching Management, and must not
wilfully withdraw or cease such equipment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

16

---



|     |                                                                                                                                                                                                                                                                                                                                                              
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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.                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                              
|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 system at 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.

17

---



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|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.                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | 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 4%;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

18

---



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (2) the
speed dead band of the main servomotor on the side iX shall be no more than
0.08%;                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | the dead
time of the servomotor shall be no more than 0.3S;                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (3) the
dead band of the primary frequency regulation of the units shall be no more
than ±0.1Hz; 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;                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | 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. 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.                                                                                                                                         

19

---



|     |                                                                                                                                                                                                                                                                                                                                                                               
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 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                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                               
|     | 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.                                                                                                                                                      

20

---



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 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.                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | 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                                                                                                                                                                                                               

21

---



|     |                                                                                                                                                                                                                                                                                                                                        
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | of
communication, from the date on which the communication resumes) issued by
the notary office in the place where the Force Majeure occurs.                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                        
|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.                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                        
|     | (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.                                                                                                                          

22

---



|     |                                                                                                                                                                                                                                                                                                                                                         
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (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.                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                         
|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.                                                                                                                                           

23

---



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 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 | Entire
Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | This
Agreement constitutes the entire agreement between the Parties in respect of
the subject of this Agreement, and shall supersede any prior discussions,
negotiations, agreements and contracts between the Parties concerning this
Agreement.                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|21.3 | 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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | Attention:
Dispatching Centre of Yunnan Nujiang Grid Co., Ltd.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | Telephone:
0886-3630727 Fax: 0886-3630727 Postal Code: 673100                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

24

---



|     |                                                                                                                                                                                                                                                                                                                           
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | Email: njdldd@126.com                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                           
|     | Address:No. 65 Xiang Yang Nan Road, Liuku Town, Lushui County, Nujiang Prefecture.                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                           
|     | Party B:
Fugong County Hengda Hydroelectric Development Co., Ltd.                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                           
|     | Attention:Fugong County Hengda Hydroelectric Development Co., Ltd.                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                           
|     | Telephone: 0886-3411757 Fax: 0886-3411757 Postal Code: 673400                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                           
|     | Email:___________________________________________________                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                           
|     | Address:___________________________________________________                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                           
|21.4 | 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.
|     |                                                                                                                                                                                                                                                                                                                           
|21.5 | Continue
to be Effective                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                           
|     | The
clauses related with the arbitration and confidentiality in this Agreement
shall survive the termination of this Agreement.                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                           
|21.6 | Counterparts                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                           
|     | This
Agreement shall be executed in 4 original copies, and each Party will hold 2
copies.                                                                                                                                                                                                                                 



25

---



|                                |  |                                     
|------------------------------- |  | ------------------------------------
|Party A (Seal):                 |  | Party B (Seal):                     
|                                |  |                                     
|Legal Representative: Yang Yong |  | Legal Representative:               
|                                |  |                                     
|or                              |  | Or                                  
|                                |  |                                     
|Authorized Representative:      |  | Authorized Representative: Yu
Zuolin
|                                |  |                                     
|Date of Signature: 14 May 2010  |  | Date of Signature: 14 May 2010      

26

---