Agreement No. DDXY-2010-02

Exhibit
4.113

Grid
Connection and Dispatching
Agreement

Between

Yunnan Dehong
Power Supply Co., Ltd.

And

Yingjiang
County Qinrui Husahe Hydropower Co., Ltd.

Husahe Cascade
III Hydroelectric Station

August 2010

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Contents

|                                                                                                                      |                                                                  |   
|--------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------- | --
|1                                                                                                                     | Definitions and Interpretations                                  | 4 
|                                                                                                                      |                                                                  |   
|2                                                                                                                     | Representations of Each Party                                    | 6 
|                                                                                                                      |                                                                  |   
|3                                                                                                                     | Obligations of Each Party                                        | 6 
|                                                                                                                      |                                                                  |   
|4                                                                                                                     | Conditions of Grid Connection                                    | 8 
|                                                                                                                      |                                                                  |   
|5                                                                                                                     | Application for Grid Connection and
 Acceptance                  | 9 
|                                                                                                                      |                                                                  |   
|6                                                                                                                     | Grid Connection and Dispatching during the
 Commissioning Period | 11
|                                                                                                                      |                                                                  |   
|7                                                                                                                     | Dispatching Operation                                            | 12
|                                                                                                                      |                                                                  |   
|8                                                                                                                     | Power Generation Schedule                                        | 13
|                                                                                                                      |                                                                  |   
|9                                                                                                                     | Equipment Maintenance                                            | 14
|                                                                                                                      |                                                                  |   
|10                                                                                                                    | Relay Protection and Security Automatic
 Device                  | 15
|                                                                                                                      |                                                                  |   
|11                                                                                                                    | Dispatching Automation                                           | 16
|                                                                                                                      |                                                                  |   
|12                                                                                                                    | Dispatching Communication                                        | 18
|                                                                                                                      |                                                                  |   
|13                                                                                                                    | Other Requirements to Ensure the Safe
 Operation of the Grid     | 19
|                                                                                                                      |                                                                  |   
|14                                                                                                                    | Accident Handling and Investigation                              | 21
|                                                                                                                      |                                                                  |   
|15                                                                                                                    | Force Majeure                                                    | 22
|                                                                                                                      |                                                                  |   
|16                                                                                                                    | Default Liability                                                | 23
|                                                                                                                      |                                                                  |   
|17                                                                                                                    | Effectiveness and Term of the Agreement                          | 24
|                                                                                                                      |                                                                  |   
|18                                                                                                                    | Alteration, Transfer and Termination of the
 Agreement           | 24
|                                                                                                                      |                                                                  |   
|19                                                                                                                    | Dispute Settlement                                               | 25
|                                                                                                                      |                                                                  |   
|20                                                                                                                    | Applicable Law                                                   | 25
|                                                                                                                      |                                                                  |   
|21                                                                                                                    | Miscellaneous                                                    | 25
|                                                                                                                      |                                                                  |   
|Schedule 1 Party B Primary Line
 Connection Diagram of the Power Plant Grid Connection                                | 28                                                              
|                                                                                                                      |                                                                  |   
|Registration
 List of the Main Transformers of Husahe Cascade III Power Station                                       | 32                                                              
|                                                                                                                      |                                                                  |   
|Schedule 2 Party B Power Plants
 Technical Parameters                                                                | 33                                                              
|                                                                                                                      |                                                                  |   
|Schedule 3 Division of
 Scope for the Dispatching and (Property Right) Administration of the Power
 Plants Equipment | 36                                                              
|                                                                                                                      |                                                                  |   
|Schedule 4 Name List of
 the Dispatching Centre of Yunnan Dehong Electric Power Co., Ltd.                             | 37                                                              
|                                                                                                                      |                                                                  |   
|Schedule 5 Persons in
 Charge and Name List of Personnel on Duty of the Company and the Power Plant                   | 38                                                              

2

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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 Dehong Electric Power Co.,
Ltd, a company which engages in the Grid operation.

Domicile: No. 99 Mang Shi Da Jie
Road, Luxi City.

Party B: Husahe Cascade III Hydroelectric
Station.

Domicile: Mangxian Village, Nongzhang Town,
Yingjiang 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 the Husahe Cascade III Power Plant with the
 total installed capacity of 2X1.6 MW (hereinafter referred to as Power
 Plant) in Nongzhang Town, Yingjiang County, and has agreed such Power Plant
 to be connected with Party As 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 laws and
regulations of the state, and based on the principles of equality,
voluntariness and good faith, Party A and Party B have, after consultations,
made agreement as follows:

3

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1   | Definitions and
 Interpretations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.1 | Unless
 the context otherwise requires, the terms used in this Agreement shall have
 the meanings as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 1.1.1
 Dispatching Agency means the Dispatching Centre of Yunnan Dehong Electric
 Power Co., Ltd (Dispatching Centre), which is the secondary dispatching
 agency of Yunnan Grid. It is 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 power station owned, operated and managed by Party B
 with the total installed capacity of 2X1.6MW (which includes 2 units, i.e.
 No.1 and No.2 units, and each unit has a capacity of 1.6MW) in Nongzhang
 Town, Yingjiang County, Yunnan Province, including the generation facilities
 and all the ancillary equipments in the scope extended to the property
 demarcation point. See the technical specifications in Schedule 2.                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 1.1.3
 Connection Point means the point where the Power Plant is connected with the
 Grid (See Clause 8).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 1.1.4
 Date of Initial Connection means the first date of the synchronized
 connection of the Power Plant (units) with the Grid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 1.1.5
 Connection Application means the written application document submitted by
 Party B to Party A to request to have its Power Plant (units) connected with
 the Grid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 1.1.6
 Connection Method means the method of the connection of the primary system
 between the Power Plant (units) and the Grid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 1.1.7
 AGC means Automatic Generation Control.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 1.1.8
 AVC means Automatic Voltage Control.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 1.1.9
 RTU means Remote terminal Unit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 1.1.10
 PSS means Power System Stabilizer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 1.1.11
 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 1.1.12
 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 1.1.13
 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 1.1.14
 Planned Outage means the status of the unit in the Power Plant during the
 period of planned inspection and standby, including the overhaul,
 maintenance, planned maintenance of the common system and the maintenance
 during the public holidays required by the dispatcher, eliminating defects
 during off-peak period and shutting off to be standby etc..                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 1.1.15
 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.

4

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1.1.16
 Forced Outage means the Unplanned Outage of the first, second and third
 categories under Clause 1.1.16 in together.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 1.1.17
 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 1.1.18
 Equivalent Unplanned Outage Hours means the sum of the Unplanned Outage hours
 and the unplanned unit derated hours.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 1.1.19
 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.                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 1.1.20
 Annual Equivalent Allowable Unplanned Outage Hours means the equivalent
 allowable unplanned outage hours in any one year determined by Party A and
 Party B in consideration of the suggestions of the equipment manufacturer and
 the operation of the generation units of the Grid-connected Power Plant. For
 the purpose of this Agreement, it only refers to the Unplanned Outage
 resulted by Party B. The Annual Equivalent Allowable Unplanned Outage Hours
 shall include both the Annual Equivalent Allowable Unplanned Outage Hours in
 the year with overhaul and the Annual Equivalent Allowable Unplanned Outage
 Hours in the year without overhaul.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 1.1.21
 Daily Generation Dispatch Schedule Curve means the curve prepared by the
 Dispatching Agency on a daily basis to determine the output of the Power
 Plant during each time span of the next day.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 1.1.22
 Emergency means material accidents occurred to the power generation and
 supply equipments in the power grid; 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.                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 1.1.23
 Dispatching Regulations of Power System means the Regulations of Yunnan Grid
 Dispatching Management and the Regulations of Dehong Power Supply Co., Ltd.
 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.                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 1.1.24
 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 1.1.25
 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 1.1.26
 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 1.1.27
 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.                                                                                                                                                                                                                                                                      

5

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.2 | Interpretation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                
|    | 1.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Headings
 in this Agreement are for convenience only and shall not in any event affect
 the interpretation of this Agreement.                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                
|    | 1.2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | The
 appendices to this Agreement and the Agreement itself shall have the same
 legal effect.                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                
|    | 1.2.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | This
 Agreement shall have binding effect on the legal successor or assignee of
 either Party, provided otherwise agreed by the Parties.                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                
|    | 1.2.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Unless
 the context otherwise requires, year, month or day referred to in this
 Agreement shall all refer to the year, month or day of the Gregorian
 calendar.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                
|    | 1.2.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Including
 in this Agreement means including but not limited to.                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                
|    | 1.2.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | The
 figures and both dates of a term in this Agreement shall be inclusive.                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                
|2   | Representations of Each Party                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                
|    | Each
 Party represents to the other Party that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                
|2.1 | It
 is an enterprise legally established and existing under the law, and has the
 power to execute and perform this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                
|2.2 | It
 has completed all procedures (including procedures for obtaining the
 requisite approvals, business license and power business permits, etc., from
 the government) necessary for the execution and performance of this
 Agreement, which are legal and effective.                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                
|2.3 | As
 of the date of execution of this Agreement, no judgment, award, decision or
 any specific administrative action, which may have material adverse effects
 on the ability to perform this Agreement, has been declared or taken by any
 court, arbitration organ, administrative authorities or regulatory agencies.                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                
|2.4 | It
 has completed all procedures for obtaining the internal authorizations
 necessary for the valid execution of this Agreement. The signatory of this
 Agreement shall be its legal representative or entrusted agent. Once this
 Agreement comes into force, it shall have legal binding effect on both
 Parties.                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                
|3   | Obligations of Each Party                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                
|3.1 | Party
 As obligations shall include:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                
|    | 3.1.1
 abiding by the national laws and regulations, national standards and
 industrial standards, for purpose of the safety of the power system and
 operating in an efficient and economical manner, based on the technical
 features of the Power Plant, in accordance with the regulations and codes of
 Yunnan electric system, and based on the principles of equality,
 voluntariness and good faith, to carry out the centralized dispatch of the
 Power Plant (see the division of dispatching jurisdiction in Schedule 3);
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                
|    | 3.1.2
 being responsible for the operation management, repair and maintenance, and
 technical transformation of the relevant equipments and facilities of the
 Grid it belongs to, in order to meet the ordinary operation need of the Power
 Plant.                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                
|    | 3.1.3
 as agreed by the Power Purchase and Sale Contract, and based on the actual
 operation of the Grid, preparing and providing in a timely manner to Party B
 the monthly power generation schedule, Daily Generation Dispatch Schedule
 Curve and the reactive power output curve (or voltage curve).                                                                                                                                                                                                                           

6

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 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, AGC and AVC
 etc.), power quality, reactive power, relay protection, electric energy
 metering system, power dispatching communication and dispatching automation
 etc. in the operation of Party B which matters the safe and stable operation
 of the Grid, and also providing necessary technical support.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 3.1.6
 in accordance with the relevant regulations, reporting in a timely manner to
 Party B the information of the major defects of the equipments in the Grid
 which is related with Party B, and the capacity of the passageway of power
 transmission, and disclosing regularly the power dispatching information
 related with Party B.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 3.1.7
 based on the demand of the operation of power system and the features of the
 equipments of Party B, amending in a timely manner the relevant rules and
 regulations according to proper procedures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 3.1.8
 taking measures to prevent the accident which may affect the safe operation
 of the power system; carrying out regularly various specific and professional
 inspections which matters the safety of the Grid, devising the anti-failure
 measures as required, and formulating the plan for the joint counter-accident
 exercise by the Grid and the Power Plant and organizing to implement such
 plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 3.1.9
 coordinating Party B with the investigation of the accident.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|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 water condition etc. in a timely, accurate,
 objective and complete manner.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

7

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

8

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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.                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4.12 | Party
 B has already had the emergency phones in service (including one with China
 Mobile and one with China Unicom) which are under good conditions. The fax
 telephone machine and computer with access to the internet are set up in the
 Duty Room, which can meet the demand for daily communication for dispatching.                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|5    | Application for Grid Connection and
 Acceptance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|5.1  | The
 connection of Party Bs Power Plant with the Grid must be applied to Party A
 and be carried out in the required method following acceptance of Party A.                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|5.2  | Application
 for Grid Connection                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | Party
 B shall submit the application for Grid connection to Dispatching Agency 15
 days prior to the Date of Initial Connection of the Power Plant (unit). The
 application for Grid connection shall include the basic information of the
 equipments for this Grid connection, the acceptance, and the commission plan
 and schedule of the Power Plant (unit) for Grid connection etc. with all the
 documents set out in Clause 5.5 of this Agreement attached.                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|5.3  | Acceptance
 of the Application                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | Following
 receiving the application for Grid connection by Party B, the Dispatching
 Agency shall examine such application pursuant to Clause 4 of this Agreement
 and other relevant regulations, reply Party B in a timely manner, and such
 reply shall not be delayed unreasonably.                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | 5.3.1
 Where the documents provided in the application for Grid connection are
 proper, Party A shall confirm upon receipt of the application for Grid
 connection.                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | 5.3.2
 Where the documents provided in the application for Grid connection are
 improper, Party A shall be entitled to refuse to confirm, but it shall notify
 Party B in writing 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.                                                                                                                                                                                                                                                                                                  

9

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 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
 entitled to accept the dispatching orders and their contact information, and
 the name list of the operation mode personnel, unit and Grid coordination
 personnel, relay protection personnel, automation personnel and communication
 personnel and their contact information.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 5.4.4
 Party A shall confirm in writing the Grid connection commission project and
 commission schedule of the unit submitted by Party B prior to the Date of
 Initial Connection of the Power Plant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5.5 | Party
 B shall provide to Party A the accurate Chinese materials 90 days prior to
 the Date of Initial Connection of the Power Plant (unit) (while the factors
 need to be measured during the start-up of the Grid connection may be provided
 within 30 days following the Grid connection of the unit, and the on-site
 operation regulations may be provided 7 days prior to the Grid connection)
 which include:                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | the
 technical specifications, technical parameters and measured parameters (including
 the zero sequence impendance parameters of the main transformer) of the main
 equipments such as the power generator (including the speed control and
 excitation system) and the main transformer etc. which are necessary for the
 load flow and stability calculation and the setting calculation of the relay
 protection.                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | the
 documents such as the drawings (including the drawing of the whole set of
 protection of the power generator and the transformer) and the specifications
 etc. of the relay protection and the security automatic device related with
 the operation of the Grid.                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | the
 documents such as the technical specifications and technical parameters of
 the dispatching automation equipments related with Party A, the telecontrol
 information of the Power Plant (including the transformation ratio and the
 telemetering full scale 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                  

10

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                      |     |                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --- | ------------------------------------------------------------------------------------------------
|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 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, operated in accordance with the
 operation regulations and norms of the electric power system 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 in
 advance to make preparations against any possibility of an accident and
 strictly follow the commissioning schedule.                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                      |     |                                                                                                 
|6.2 | Party
 A shall assist Party B in its grid connection commissioning.                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                      |     |                                                                                                 
|    | 6.2.1
 to incorporate the Power Plant under grid connection commissioning in the
 formal dispatching scope so that it can be dispatched and managed in
 accordance with the relevant regulations and norms of the electric power
 system.                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                      |     |                                                                                                 
|    | 6.2.2
 to formulate a special commission and 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;                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                      |     |                                                                                                 
|    | 6.2.3
 The commissioning unit must undergo the following tests and reach the
 relevant technical indicators and meet the designing requirements;                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                      |     |                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                      |     |                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                      | (1) | field
 test of the modular parameters of the excitation system and the speed
 regulation system;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                      |     |                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                      | (2) | PSS
 on-spot test;                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                      |     |                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                      | (3) | Primary
 frequency regulation, test of AGC function;                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                      |     |                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                      | (4) | Test
 of leading phase capability, minimum technical output test.                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                      |     |                                                                                                 
|    | 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.                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                      |     |                                                                                                 
|    | 6.2.4
 The full-load commissioning of the unit must be conducted by following
 relevant regulations of the state, and the results must be examined and
 approved by a relevant quality supervisory agency.                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                      |     |                                                                                                 
|    | 6.2.5
 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.                                                                                                                                                                                                                                          

11

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 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 the relevant regulations, standards of the state, and the
 capacity of the unit. The range of regulation shall meet the relevant
 regulations, standards of the state, or 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 dispatching administration
 regulations of power system.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | The
 AGC 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, testing results and
 the relevant requirements. 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

12

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                        
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 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.                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                        
|    | The
 AVC 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, testing results and
 the relevant requirements. Once set, Party B must not change them without
 authorization. The entry or exit of the AVC of the unit shall follow the
 dispatching instructions.                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                        
|    | 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 a
 timely manner.                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                        
|8   | Power Generation Schedule                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                        
|8.1 | Party
 B shall submit a power generation schedule of the year, month, public
 holidays or the special operation mode in accordance with the signed Power
 Purchase and Sale Contract, actual conditions of the Power Plant as well as
 the following requirements:                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                        
|    | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Party
 B shall submit to Party A a proposal of the power generation schedule of the
 next year 15 days prior to the first connection of the unit to the grid, and
 before October 31 of each of subsequent years.                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                        
|    | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Party
 B shall submit to Party A a proposal of the power generation schedule of the
 next month before 20th of each month.                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                        
|    | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Party
 B shall submit to Party A a proposal of the power generation schedule of the
 period of the public holidays or occurrence of the special operation mode 3
 days before the public holidays (including New Year, Chinese New Year,
 International Labour Day and National Day etc.) or 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                                                                                                                                                                                                                    

13

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |     |                                                                                                                                                                                               
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 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, weekly, 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, weekly, 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 15 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 public holidays or special operation
 mode equipment maintenance schedule prior to the public holidays or
 occurrence of the special operation mode.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |     |                                                                                                                                                                                               
|9.2 | If
 the Power Plant needs to eliminate the defects during the valley period of
 load, it shall apply in advance to the Dispatching Agency, and the
 Dispatching Agency shall try to arrange it in consideration of the conditions
 of the Grid and amend the daily power generation schedule curve in a timely
 manner.                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |     |                                                                                                                                                                                               
|9.3 | Application
 for Maintenance and Reply                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |     |                                                                                                                                                                                               
|    | The
 Power Plant shall submit the application for maintenance to the Dispatching
 Agency in advance, and the actual maintenance of the equipments in the Power
 Plant shall not commence until the approval is obtained.                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |     |                                                                                                                                                                                               
|    | The
 application for maintenance shall be submitted to the Dispatching Agency in
 accordance with the relevant dispatching 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 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                                                                     

14

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                      
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                      
|10   | Relay Protection and Security Automatic
 Device                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                      
|10.1 | The
 Dispatching Agency of Party A shall be responsible for the dispatching
 management of the relay protection and security automatic device in its
 jurisdiction of dispatching, and carry out the following work:                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                      
|     | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | upon
 the occurrence of the tripping of the relay protection and security automatic
 device, coordinating with Party B to analyze and handle the accident.                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                      
|     | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | upon
 the occurrence of the false tripping or defect of the relay protection and
 security automatic device, urging, instructing and coordinating Party B to
 handle in a timely manner.                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                      
|     | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | instructing
 and coordinating with the Power Plant in respect of the setting and operation
 related with the relay protection and security automatic device.                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                      
|10.2 | Party
 B shall be responsible for the operation management of the relay protection
 and security automatic device which belong to it, and carry out the following
 work:                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                      
|     | (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.

15

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|     |                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (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%;                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (3)                                                                                                                                                                                                                                                      | The
 hit rate of the operation of all protections > 99.62%;                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (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                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|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:                                

16

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|     |                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (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 of the
 Dispatching Agency in accordance with the agreed 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: P and Q values of the generator, P and Q values of main
 transformer (high voltage side), U value of bus, P, Q and I values of Grid
 Connection Metering Gateway and the relevant lines, signals of the generator,
 main transformer and circuit breaker as well as the disconnecting switch, the
 disconnecting switch signals relevant with the operation of the bus, the
 accident signals of the Power Plant, signals of PSS in service and out of
 service; primary frequency regulation in service and out of service.                                                                                                                                                               
|     |                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (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)                                                                                                                                                                                                | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

17

---



|     |                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                   
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (8)                                                                                                                                                                                                                                                                                                                                                                    | 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.                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                   
|     | (9)                                                                                                                                                                                                                                                                                                                                                                    | The
 hydroelectric plant shall be able to receive the daily power generation
 dispatching schedule issued by Party As dispatching office.                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                   
|     | (10)                                                                                                                                                                                                                                                                                                                                                                   | 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 Yunnan Grid Dispatching Management, the Interim Provisions
 of Yunnan Grid Dispatching Automation Management and Regulations on Automatic
 Power Generation Control and Management of Yunnan Grid, and must not wilfully
 withdraw or cease such equipment.
|     |                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                   
|11.4 | Each
 Party shall appoint a dedicated person(s) to be in charge of the operation
 and maintenance of its own dispatching automation system, and ensure the
 normal operation of such automation system.                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                   
|12   | Dispatching Communication                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                   
|12.1 | Party
 A shall be responsible for the operation and maintenance of the dispatching
 communication systemat the dispatching terminal, and
 conduct the following work:                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                   
|     | (1)                                                                                                                                                                                                                                                                                                                                                                    | supervising
 the reliability of the operation of the dispatching communication system, be
 responsible for monitoring and regulation of the operation of the
 communication system, and coordinating in case of any material issue arising
 in operation;                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                   
|     | (2)                                                                                                                                                                                                                                                                                                                                                                    | be
 responsible for the operation and maintenance of the communication equipment
 and line at the end of dispatching terminal;                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                   
|     | (3)                                                                                                                                                                                                                                                                                                                                                                    | analysing
 the cause of any breakdown of the dispatching communication system in a
 timely manner and taking prevention measures;                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                   
|     | (4)                                                                                                                                                                                                                                                                                                                                                                    | urging,
 guiding and coordinating the operation and maintenance of Party Bs
 dispatching communication system, and assisting Party B with its
 investigation of any accident.                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                   
|12.2 | Party
 B shall be responsible for the operation and maintenance of the dispatching
 communication system at the terminal of the Power Plant, and meet the
 following requirements:                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                   
|     | (1)                                                                                                                                                                                                                                                                                                                                                                    | be
 responsible for the operation and maintenance of the dispatching
 communication system at the terminal of the Power Plant, and guarantee its
 reliable operation; conducting statistical analysis of the operation,
 assessment of the operation, and submitting the statement to Party A on a
 monthly basis;
|     |                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                   
|     | (2)                                                                                                                                                                                                                                                                                                                                                                    | analysing
 the cause of any breakdown of the dispatching communication system in a
 timely manner and taking prevention measures;                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                   
|     | (3)                                                                                                                                                                                                                                                                                                                                                                    | assisting
 Party A with its operation and maintenance of the dispatching communication
 system, abiding by Party As dispatching instructions, and assisting Party A
 with its investigation of any accident.                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                   
|12.3 | Party
 Bs communication equipment for the connection to the power communication
 network of Party A shall be identical in terms of model and figuration, and
 obtain Party As approval. Technical proposal may be adopted for connection
 to the power communication network only when it has been approved by Party
 As department in charge of communication.    

18

---



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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
 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.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | 13.1.4
 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.                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | 13.1.5
 The Power Plant shall procure the primary frequency regulation function of
 its units shall meet the technical requirements as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (1)
 the permanent slip rate shall be no more than 3%;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (2)
 the speed dead band of the main servomotor on the side ix shall be no more
 than 0.04%;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

19

---



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | the
 dead time of the servomotor shall be no more than 0.2S;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (3)
 the dead band of the primary frequency regulation of the units shall be no
 more than ±0.05Hz; the lag time of response of the primary frequency
 regulation shall be no more than 3 seconds and the stable time shall be less
 than 60 seconds. Where the variation of the grid frequency exceeds the dead
 band of the primary frequency regulation of the unit, the average deviation
 between the actual capacity output of the unit and the response target of the
 unit shall be within ±3% of the rated actual output of the unit;
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (4)
 there is no restriction on the variation of the load of the units primary
 frequency regulation.                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | 13.1.6
 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 Power Plant can
 cease the PSS function of the units only when its application to the
 Dispatching Agency has been approved.                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | 13.3.5
 The Power Plant shall submit the plan for field measurement of the parameters
 of the excitation model and the plan for PSS on-site testing to competent
 Dispatching Agency two weeks prior to such tests. Formal test reports shall
 be submitted within two weeks after the completion of such tests. The test
 results shall be examined and accepted by competent Dispatching Agency.                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | 13.3.6
 The excitation systems of the units shall meet the technical requirements as
 follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (1)
 the time of delay of self-parallel excitation system shall be no more than
 0.03 second;                                                                                                                                                                                                                                                                                                                                                                                                                                                 

20

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|     |                                                                                                                                                                                                                                                                                                                                                                                    
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (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 within 3 months after the commencement of its
 commercial operation. Relevant test report shall be provided. Prior to such
 test, if necessary, Party A is entitled to require Party B to operate the
 unit on the basis of 0.95 of the full-load running under-excitation factor.                              
|     |                                                                                                                                                                                                                                                                                                                                                                                    
|     | 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.                                                                                                                                                        

21

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

22

---



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

23

---



|     |                                                                                                                                                                                                                                                                                                                                                             
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (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 and this Agreement shall
 continue to be effective until the new agreement is executed.                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                             
|18   | Alteration, Transfer and Termination of
 the Agreement                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                             
|18.1 | Any alteration, revision and supplement to this Agreement shall be in
 writing and the conditions for effectiveness shall the same as Clause 17.                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                             
|18.2 | Both Parties expressly agree that neither of them has the right to
 transfer all or part of its rights and obligations under this Agreement to a
 third party without prior written consent of the other Party.                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                             
|18.3 | During the term of this Agreement, both Parties agree to make
 relevant adjustments and amendments to this Agreement in the event of any
 change of relevant state laws, regulations, rules and policies.                                                                                                                                                   

24

---



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 Dehong
 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 | Schedules                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | Schedule 1: Diagram of Grid Connection
 Points                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | Schedule 2: Power Plants Technical
 Parameters                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | Schedule 3: Division of Scope of Dispatch
 of Plants Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | The schedules to this Agreement (including
 the special terms) are the integral part of this Agreement, and shall be as
 valid as this Agreement. In case any discrepancy occurs between the
 interpretation of the body text and the schedules of this Agreement, in
 consideration of the nature of the subject matter of the dispute, the
 content which is most relevant to the dispute and can better handle such
 dispute shall be prevail. If the discrepancy and dispute cannot be solved in
 accordance the above principles, both Parties shall negotiate to determine
 on a good faith basis for the purpose of this Agreement.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|21.3 | Entire Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | This Agreement (including the special
 terms) and its schedules constitute the entire agreement between the Parties
 in respect of the subject of this Agreement, and shall supersede any prior
 discussions, negotiations, agreements and contracts between the Parties
 concerning this Agreement.                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|21.4 | Notice and Delivery                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

25

---



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                 
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------
|     | 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.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                 
|21.5 | No Waiver                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                 
|     | Either Party shall not be deemed as waive
 its rights if it has not represented in writing to waive any its rights
 under this Agreement, The failure of either Party to exercise any of its
 rights under this Agreement shall not be deemed as the waiver of any of such
 rights or the future waiver of any of such rights.                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                 
|21.6 | Continue to be Effective                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                 
|     | The clauses related with the arbitration
 and confidentiality in this Agreement shall survive the termination of this
 Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                 
|     | 1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | This Agreement shall be executed in 3 original
 copies. Party A will hold 2 copies and Party B will hold 1 copy.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                 
|     | 2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | The Parties shall negotiate the matters
 uncovered in this Agreement separately.                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                 

26

---



|                                                      |  |                                                                     
|----------------------------------------------------- |  | --------------------------------------------------------------------
|Party A (Seal): Yunnan Dehong Power Supply
 Co., Ltd. |  | Party B (Seal): Yingjiang County Qinrui
 Husahe Hydropower Co., Ltd.
|                                                      |  |                                                                     
|Legal Representative:                                 |  | Legal Representative:                                               
|                                                      |  |                                                                     
|or                                                    |  | or                                                                  
|                                                      |  |                                                                     
|Authorized Representative:                            |  | Authorized Representative:                                          
|                                                      |  |                                                                     
|Date of Signature: 11 August 2010                     |  | Date of Signature: 11 August 2010                                   

27

---



Schedule 1
Party B
Primary Line Connection Diagram of the Power Plant Grid Connection

28

---



(DIAGRAM)

29

---



Registration List of Generators
and Hydraulic Turbines of the Husahe Cascade III Power Station

|                      |  |                         |  |             |  |                          |  |                                          |  |                              |  |          |  |                    |  |              
|--------------------- |  | ----------------------- |  | ----------- |  | ------------------------ |  | ---------------------------------------- |  | ---------------------------- |  | -------- |  | ------------------ |  | -------------
|                      |  | product model           |  | SFW143/49/6 |  | producer                 |  | Guangxi Liu Zhou Hydraulic Turbine Plant
|                      |  |                         |  |             |  |                          |  |                                         
|Generators (No. 1, 2) |  | rated capacity          |  | 1600 kW     |  | rated frequency          |  | 50Hz                                     |  | connecting by stator winding |  | Y        |  | leaving plant No.  |  | 525          
|                      |  | rated voltage           |  | 6300 V      |  | rated recitation voltage |  | 51 V                                     |  | stator highest temperature   |  | 105o     |  |                    |  | 526          
|                      |  | rated current           |  | 183.5 A     |  | rated recitation current |  | 314 A                                    |  | rotator highest temperature  |  | 130°C    |  | leaving plant date |  | (1) Aug 1994 
|                      |  | rated rotating speed    |  | 1000 r/min  |  | rated capacity factor    |  | 0.8                                      |  | standard No.                 |  | JB861-66 |  |                    |  | (2) July 1994
|                      |  | runaway rotating number |  | 1900/min    |  | number of phase          |  | 3                                        |  | total weight                 |  | 15500Kg 
|                      |  | date of installation    |  |             |  |                          |  |                                          |  | installation company         |  |          |  |                    |  |              

30

---



|                            |  |                      |  |              |  |                         |  |                                          |  |                    |  |          |  |                      |  |     
|--------------------------- |  | -------------------- |  | ------------ |  | ----------------------- |  | ---------------------------------------- |  | ------------------ |  | -------- |  | -------------------- |  | ----
|                            |  | product model        |  | HLA153 WJ-60 |  | producer                |  | Guangxi Liu Zhou Hydraulic Turbine Plant
|                            |  |                      |  |              |  |                         |  |                                         
|Hydraulic turbine(No. 1, 2) |  | product No.          |  |              |  | designed hydraulic head |  | 70m                                      |  | leaving plant date |  | Mar 1994 |  | leaving plant No.    |  | 1082
|                            |  | rated capacity       |  | 1876kW       |  | designed flow volume    |  | 3.2 m3/s                                 |  |                    |  | Mar 1994 |  |                      |  | 1083
|                            |  | rated rotating speed |  | 1000 r/min   |  | Runaway rotating speed  |  |                                          |  |                    |  |          |  | total weight         |  |     
|                            |  | date of installation |  |              |  |                         |  |                                          |  |                    |  |          |  | installation company |  |     

|                |                         
|--------------- | ------------------------
|Date:
 May 2010 | Registrant:
 Nie Xinyuan

31

---



Registration List of the Main Transformers of
Husahe Cascade III Power Station

|                      |  |                         |  |               |  |                    |  |             |  |                       |  |                 |  |                            |  |       
|--------------------- |  | ----------------------- |  | ------------- |  | ------------------ |  | ----------- |  | --------------------- |  | --------------- |  | -------------------------- |  | ------
|                      |  | product model           |  | S7-2000/35    |  | date of production |  |             |  |                       |  | producer        |  | Yunnan Transformer Factory
|                      |  |                         |  |               |  |                    |  |             |  |                       |  |                
|Transformer (No.1, 2) |  | product standard        |  | GB1094.1-5-85 |  | utility conditions |  | outdoor     |  | rated voltage         |  | high pressure   |  | 38500V                    
|                      |  | rated capacity          |  | 2000kVA       |  | cooling method     |  | ONAN        |  |                       |  | medium pressure |  |                           
|                      |  | rated frequency         |  | 50Hz          |  | total weight       |  | 6375kg      |  | oil weight     1510kg |  |                 |  | low pressure               |  | 6300V 
|                      |  | member of phase         |  | 3             |  |                    |  | high-medium |  |                       |  |                 |  | high pressure              |  | 30A   
|                      |  | linking group           |  | YN-d11        |  | off-impedance      |  | high-low    |  | 6.55%                 |  | rated current   |  | medium pressure            |  |       
|                      |  | location of tap-changer |  | II            |  |                    |  | medium-low  |  |                       |  |                 |  | low pressure               |  | 183.3A
|                      |  | date of installation    |  |               |  |                    |  |             |  | installation company  |  |                 |  |                            |  |       

|               |                          
|-------------- | -------------------------
|Date: May 2010 | Registered by Nie Xinyuan

32

---



Schedule 2
Party B
Power Plants Technical Parameters

|    |                                            
|--- | -------------------------------------------
|1   | Nameplate
Parameters                       
|    |                                            
|1.1 | Units nameplate parameters (unit: MW r/min)

|Unit No. |  | Model of 
 Hydraulic 
 Turbine |  | Producer |  | Model of 
 Generator |  | Producer |  | Rated 
 Capacityof
 Generator |  | Rated 
 Rotating 
 Speed |  | Rated 
 Capacity 
 Factor |  | Terminal 
 Voltage
|-------- |  | ------------------------------ |  | -------- |  | -------------------- |  | -------- |  | ----------------------------- |  | ------------------------ |  | ------------------------- |  | ------------------
|         |  |                                |  |          |  |                      |  |          |  |                               |  |                          |  |                           |  |                   
|No. 1    |  | HLA153-WJ-60                   |  |          |  | SFW143/49/6          |  |          |  | 1.6                           |  | 1000                     |  | 0.8                       |  | 6.3 kV            
|No. 2    |  | HLA153-WJ-60                   |  |          |  | SFW143/49/6          |  |          |  | 1.6                           |  | 1000                     |  | 0.8                       |  | 6.3 kV            

|    |                                 
|--- | --------------------------------
|1.2 | Units technical plate parameters

|             |  |                           |  |                                   |  |                                |  |                                   
|------------ |  | ------------------------- |  | --------------------------------- |  | ------------------------------ |  | ----------------------------------
|Unit No.     |  | Transient 
 Reactance xd |  | Secondary Transient Reactance xd |  | Negative Sequence Reactance x2 |  | Rotor Inertia Time Constant Tj (S)
|             |  |                           |  |                                   |  |                                |  |                                   
|No. 1, No. 2 |  | 0.2464                    |  | 0.176                             |  | 0.1801                         |  |                                   

|    |                                                   
|--- | --------------------------------------------------
|1.3 | Main Transformer Nameplate Parameters
 (unit: kVa)

|                       |  |                               |  |                                          |  |                               |  |                           |  |                  |  |         
|---------------------- |  | ----------------------------- |  | ---------------------------------------- |  | ----------------------------- |  | ------------------------- |  | ---------------- |  | --------
|Main Transformer 
 No. |  | Model of 
 Main 
 Transformer |  | Rated 
 Capacity of 
 Main 
 Transformer |  | Voltage 
 Change 
 Class (kV) |  | Line 
 Connecting 
 Group |  | Capacity 
 Ratio |  | Producer
|                       |  |                               |  |                                          |  |                               |  |                           |  |                  |  |         
|No. 1                  |  | S7-2000/35                    |  | 2000                                     |  | II                            |  | YN- d11                   |  |                  |  |         
|No. 2                  |  | S7-2000/35                    |  | 2000                                     |  | II                            |  | YN- d11                   |  |                  |  |         

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|    |                                      
|--- | -------------------------------------
|1.4 | Main Transformer Technical Parameters

|                        |  |                |  |                   |  |                       |  |                      |  |      |  |      |  |      |  |    
|----------------------- |  | -------------- |  | ----------------- |  | --------------------- |  | -------------------- |  | ---- |  | ---- |  | ---- |  | ---
|Main
 Transformer 
 No. |  | Load Loss (kW) |  | No-load Loss (kW) |  | Impedance Voltage (%) |  | No-load Current
 (%)
|                        |  |                |  |                   |  |                       |  |                     
|                        |  | PK12           |  | PK13              |  | PK23                  |  | Po                   |  | Ud12 |  | Ud13 |  | Ud23 |  | I0 
|                        |  |                |  |                   |  |                       |  |                      |  |      |  |      |  |      |  |    
|No. 1                   |  | 24             |  |                   |  |                       |  | 3.6                  |  | 6.55 |  |      |  |      |  | 1.4
|No. 2                   |  | 24             |  |                   |  |                       |  | 3.6                  |  | 6.22 |  |      |  |      |  | 1.4

|    |                                     
|--- | ------------------------------------
|1.5 | Grid Connection Line Main Parameters

|          |  |          |  |                  |  |               |  |            |  |          
|--------- |  | -------- |  | ---------------- |  | ------------- |  | ---------- |  | ---------
|Line Name |  | Line No. |  | Line Length (km) |  | Voltage Class |  | Line Model |  | CT Change
|          |  |          |  |                  |  |               |  |            |  |          

|    |                                                                                                                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2   | Grid Connection Line from Party Bs Power Plant to Party As Grid                                                                                                                                                                        
|    |                                                                                                                                                                                                                                          
|2.1 | Grid connecting point: connecting to Party
 As _Husahe (Cascade IV) Switch Station_.                                                                                                                                                    
|    |                                                                                                                                                                                                                                          
|2.2 | Line name: 110 kV Huzhang Line (111),
 Lasa Line (112) Zuansa Line (114) .                                                                                                                                                               
|    |                                                                                                                                                                                                                                          
|3   | Party B shall provide accurate other technical parameters of the Power
Plant based on the equipment designed parameters and the result of grid
connection commissioning.                                                                 
|    |                                                                                                                                                                                                                                          
|3.1 | Normal operation output range                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                          
|    | The maximum output of the normal operation
 of all units of the Power Plant shall be 100% of the rated capacity;
 whereas the minimum output of the normal operation of all units of the Power
 Plant shall be 30% of the rated capacity.
|    |                                                                                                                                                                                                                                          
|3.2 | When the grid is in a special circumstance,
 the maximum output of the all units of the Power Plant shall be 100%
 of the rated capacity, whereas the minimum output of all units of the Power
 Plant shall be 30% of the rated capacity.
|    |                                                                                                                                                                                                                                          
|3.3 | The capacity adjustment speed rate of all
 units in the normal operation period shall be 3.2 MW/min.                                                                                                                                     
|    |                                                                                                                                                                                                                                          
|3.4 | The shortest time from the receipt of the
 dispatching instruction to the transmission of the output from units to the
 grid, or from zero output to the rated output shall be 5 minutes.                                                

34

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.5 | The shortest time from full-load output to
 zero-load output after receiving the dispatching instruction shall be 2
 minutes.                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                
|3.6 | The shortest outage time from disconnection
 of the units from the grid to the resumption of grid connection shall be 6
 minutes.                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                
|3.7 | The leading-phase capability of all units
 shall be 1, the units actual leading-phase capability shall be determined by
 the results of the leading-phase test.                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                
|4   | After the Power Plant has been launched into commercial operation, if
 Party B is aware of any change to the unit operation parameters resulting in
 its inability to reach the technical indicators prescribed in Clause 3 above,
 and therefore the relevant parameters need revising. Party B shall give an
 explanation to the power dispatching agency, and submit the test report
 confirmed by a qualified organization.

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Schedule 3
Division of Scope for the Dispatching and (Property Right) Administration of
the Power Plants Equipment

(1) Party As
dispatching and administration scope: Husahe Cascade III

Generators No. 1
F, 2 F,main transformers 1B, 2B of Party Bs Cascade III
power station.

(2) Party B: Husahe
Cascade III power stations 301#, 302#, circuit breaker partition,
line and relevant equipment.

(3) Party B: area
covered by Husahe Cascade III

Other equipment
other than those dispatched by Party A.

(4) Except Party Bs
Cascade III power stations generator 1 F, 2 F, main transformer
(generator-transformer unit) 1B, 2B, and relay protection (including
in-service and off-service operation and adjustment calculation) is under the
administration of the Power Plant; the dispatching and administration of other
secondary equipment shall be determined as that of the primary equipment.

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Schedule 4
Name List of the Dispatching Centre of Yunnan Dehong Electric Power Co., Ltd.

1. Director of the Dispatching Centre: Zhou
Mingshan

Office Tel: 0692-8893011

Fax: 0692-8893012

2. Head of Dispatching Division: Wang
Shihong, Tel: 8893018

3. Head of Method Relay Protection Division:
Luo Liyan Tel: 8893012

4. Head of Telecontrol Communication
Division: Li Yongjin Tel: 8893016

5. Dispatching personnel on duty

Dispatcher on duty: Zhou Yunfang, Feng Yue,
Peng Wusong, Jiang Yulan, Qu Meirong

Deputy dispatcher on duty: Li Jinghui, Yang
Changkui, Wang Zhongwei

Tel of the dispatching office: 0692-8893000,
8893001 (Fax)

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Schedule 5
Persons in Charge and Name List of Personnel on Duty of the Company and the
Power Plant

1. Company Name: Yingjiang County Qinrui
Husahe Hydropower Co., Ltd.

Legal representative: John Douglas Kuhns

Contact details:

2. Name of the Power Station: Husahe Cascade
III

Person in Charge: Yang Xianzhong

Contact details: 0692-8990623          mobile:
13578280371

3. Personnel on Duty:

|         |  |                                     |  |                |  |                       
|-------- |  | ----------------------------------- |  | -------------- |  | ----------------------
|Team No. |  | Person in Charge on 
 Duty (deputy) |  | Person on Duty |  | Remark (qualification)
|         |  |                                     |  |                |  |                       
|1        |  | Cao Chengliang                      |  | Li Jinwu       |  | qualified             
|2        |  | Yang Dean                           |  | Lin Rusheng    |  | qualified             
|3        |  | Ye Chaogang                         |  | Ye Meizhen     |  | qualified             
|4        |  | Zhang Chengji                       |  | Zhang Chaoji   |  | qualified             

On-duty Tel: 0692-6275545

Fax: 0692-8990623

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