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**POWER PURCHASE CONTRACT****(Contract Number: 2009- 079)**       CHAPTER I DEFINITIONS AND INTERPRETATIONS  4        CHAPTER II REPRESENTATIONS BY THE PARTIES  8        CHAPTER III OBLIGATIONS OF THE PARTIES  9        CHAPTER IV PURCHASE AND SALE OF THE ELECTRIC POWER  11        CHAPTER V ON-GRID ELELCTRICITY TARIFF  14        CHAPTER VI METERING OF ELECTRIC POWER  14        CHAPTER VII CALCULATION OF ELECTRICITY OUTPUT  18        CHAPTER VIII SETTLEMENT AND PAYMENT OF ELECTRICITY FEES  19        CHAPTER IX *FORCE MAJEURE*  23        CHAPTER X UNPLANNED OUTAGE  25        CHAPTER XI LIABILITY FOR BREACH OF CONTRACT  26        CHAPTER XII EFFECTIVINESS AND VALID TERM OF THIS CONTRACT  27        CHAPTER XIII APPLICABLE LAW  27        CHAPTER XIV AMENDMENT, ASSIGNMENT AND TERMINATION  OF THIS CONTRACT  28        CHAPTER XV DISPUTES RESOLUTION  29        CHAPTER XVI MISCELLANEOUS  30        APPENDIX I: MAJOR TECHNICAL PARAMETERS OF THE POWER PLANT (OMITTED)           APPENDIX II: DIAGRAM FOR MAJOR WIRING AND METERING POINTS OF THE POWERPLANT (OMITTED)           APPENDIX III: THE ANNUAL ALLOWABLE PLANNED OUTAGE HOURS FOR EACH GENERATORUNIT OF THE POWER PLANT (OMITTED)    
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This Power Purchase Contract (hereinafter referred to as “**this Contract**”) was executed by andbetween the following Parties:**Power Purchaser:****Yunnan Dehong Electric Power Co., Ltd.**, a company conducting the businessof grid operation, which was registered and established with the Administration for Industry andCommerce of Yunnan Province. It has procured the Power Transmission Permit (number:Dian Bing—024) issued by the Power Regulatory Department of Yunnan Province Economicand Trade Commission. Its Tax Registration Certificate number is 533103713470352, theregistered address is at No. 99, Central Section of Mangshi Avenue, and the legalrepresentative is Yue Zhiqiang.**Power Seller:****Yunnan Huabang Electric Power Development Co., Ltd.**, a legal entityconducting the business of power generation, which was registered and established with theAdministration for Industry and Commerce of Dehong Prefecture. It has procured the PowerGeneration Permit (number: 1063008-00218) issued by the Power Regulatory Department ofKunming City for the Power Plant (units) referred to in this Contract. Its Tax RegistrationCertificate number is 533123757168171, the registered address is at Xincheng Township,Yingjiang County, and the legal representative is John D. Kuhns.The mail address and bank account information provided by the Parties are set out as follows:**Name of Power Purchaser:****Dehong Power Supply Co., Ltd.**Addressee: Power Marketing DepartmentE-mail Address:                                                                  Telephone Number: 8893228     Facsimile Number: 8893228     Post Code: 678400Mail Address: No. 99, Central Section of Mangshi Avenue, Luxi CityAccount Name: Dehong Power Supply Co., Ltd.Opening Bank: Agricultural Bank of China, Dehong Prefecture BranchAccount Number: 139801040001427
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**Name of Power Seller: Yunnan Huabang Electric Power Development Co., Ltd.**Addressee: Tong WeiweiE-mail Address:                                                                        Telephone Number: 0692-2127078     Facsimile Number: 0692-2127078     Zip Code: 678400Mail Address: 4th Floor, No. 20 Baobo Road, Luxi CityAccount Name: Yunnan Huabang Electric Power Development Co., Ltd.Opening Bank: Agricultural Bank of China, Yingjiang County Sub-branch Chengguan OfficeAccount Number: 135601040001268**WHEREAS,**(1) The Power Seller is currently owning and operating the Binglangjiang Expanded Power Plant (hereinafter referred to as the “**Power Plant**”) with the installed capacity of20,000 KW in Yingjiang County.(2) The Power Plant has been connected to the power grid operated and administrated by the PowerPurchaser.After friendly consultations, on the principles of equality, free will and good faith, both Partieshereto have reached this Contract in accordance with the *Contract Law of the People’s Republic ofChina*, the *Electric Power Law of the People’s Republic of China*, the *Regulations on theAdministration of the Dispatching of Power Grids*and other relevant laws and regulations of thePeople’s Republic of China.
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**CHAPTER I DEFINITIONS AND INTERPRETATIONS****1.1** Unless otherwise required by the context, the terms used in this Contract shall be defined asfollows: **1.1.1** “**Power Plant**” refers to the power generation facilities with all auxiliary facilitiesstretching to the demarcation point of property rights with the installed capacity of 20,000KW (the unit capacity is 10,000 KW, with 2 installed units, namely,  unit 1 and unit 2), which are owned and operated by the Power Seller and located inXincheng Town. **1.1.2** “**Annual Actual On-grid Output**” refers to the annual electricity output transmitted to thePower Purchaser by the Power Seller at the Metering Point. The unit for metering theelectricity output is kwh. **1.1.3** “**Annual Contractual On-grid Output**” refers to the annual on-grid electricity outputstipulated in Article 4.1hereof. **1.1.4** “**Annual (Monthly) Accumulated Electricity Purchase Output**” refers to the electricitypurchase output stipulated in Article 4.4.1 hereof. **1.1.5** “**On-grid Electricity Output during Commissioning Period**” refers to the on-grid electricityoutput generated by the Power Plant during the period between the initial grid connection dateof different generator units and the formal delivery for commercial operation. **1.1.6** “**Planned Outage**” refers to the status of the generator units of the Power Plant during theplanned overhaul period, including the general overhaul, the repair, the public system plannedoverhaul, and the holiday repairing and the elimination of defects during off-peak periodrequired by the Power Purchaser (power dispatching organization), *etc*. The permitted PlannedOutage hours for each generator unit of the Power Plant per year are set out in Appendix IIIhereto.
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**1.1.7** “**Unplanned Outage**” refers to the unavailable condition of the generator units of the PowerPlant which are not during the Planned Outage period. Based on the urgency of outage, theUnplanned Outage can be classified as the following five categories: (1) immediate outage; (2)the outage which could be delayed for a short while but must exit within six hours; (3) theoutage which could be postponed over six hours but must exit within seventy-two hours; (4) theoutage which could be deferred over seventy-two hours but must exit before the next PlannedOutage; and (5) the prolonged outage which is exceeding the time limit of the Planned Outage. **1.1.8** “**Forced Outage**” refers to the aforesaid (1), (2) and (3) categories of Unplanned Outage inArticle 1.1.7. **1.1.9** “**Available Hours**” refers to the hours for the units under available conditions, which arethe sum of service hours and reserve hours. **1.1.10** “**Equivalent Unit Derated Outage Hours**” refers to the outage hours calculated by thenameplate capacity which are converted from the derated hours. **1.1.11** “**Equivalent Available Factor**” refers to the proportion of the difference between theAvailable Hours and the Equivalent Unit Derated Outage Hours to the period hours. In respectof Unit 1 and Unit 2, in the overhaul years is 40 days, in the non-overhaulyears is 20 days; and the Equivalent Available Factors for other units arerespectively \. **1.1.12** “**Equivalent Unplanned Outage Hours**” refers to the sum of the Unplanned Outage Hours and theunplanned Equivalent Unit Derated Outage Hours. **1.1.13** “**Power Purchaser’s Reason**” refers to the requirements or liabilities of the Power Purchaser,including, without limitation, the liabilities of Power Purchaser for the
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  enlargement of accident due to its failure to comply with relevant national regulations andstandards, *etc*. **1.1.14** “**Power Seller’s Reason**” refers to the requirements or liabilities of the Power Seller,including, without limitation, the liabilities of the Power Seller for the enlargement ofaccident due to its failure to comply with relevant national regulations and standards, *etc*. **1.1.15** “**Metering Point**” refers to the point where the electric power metering device is installedindicated in the Appendix II hereto. Generally speaking, the Metering Point shall be set atthe demarcation point of property right of the Parties; in the event that the metering devicescannot be installed at the demarcation point of property rights, the installation place shallbe determined by both Parties through consultation. **1.1.16** "**Emergencies**” refers to the accidents occurred to the power grid or material accidentsoccurred to the power generation or power supply facilities; the grid frequency or electricvoltage exceeds the prescribed limit, the loading of the transmission and transformationfacilities is over the regulated amount, the power of trunk circuit exceeds the specifiedstability limitation and other operational situations which threaten the safety of the gridoperation, may destroy the grid stability and eventually lead to the collapse of the grid oreven power interruption in a vast area. **1.1.17** “**Technical Parameter**” refers to the technical restrictive conditions for electric powerutilities (including the equipments of the Power Plant and the facilities for grid connection)listed out in Appendix I hereto. **1.1.18** “**Working Day**” refers to the calendar days excluding statutory holidays and vacations. In theevent that the agreed payment date is not a Working Day, then the payment date shall becorrespondingly postponed to the next Working Day.
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**1.1.19** “***Force Majeure***” refers to the objective events which are unforeseen, unavoidable andinsurmountable, including volcano eruptions, tornados, tsunamis, snowstorms, mudslide,landslide, flood, fire, failure of the water inflows to meet the designed standards,earthquakes, typhoons, thunder and lightening, fog flash, *etc*. beyond the designed standards,and nuclear radiation, wars, plagues and riots, *etc*. **1.2** **Interpretations** **1.2.1** All headings hereof are only for the convenience of reading and shall not affect theinterpretation of this Contract in any way. **1.2.2** The Appendices to this Contract shall have the same legal effect as the formal text of thisContract. **1.2.3** Unless otherwise agreed by the Parties, this Contract shall have the same binding force onthe legitimate successors or assignees of the Parties.   In case of situations prescribed in the above Article, relevant obligors shall fulfillrequisite notification obligations and complete relevant legal procedures in accordancewith law. **1.2.4** Unless otherwise required by the context, the day, month and year referred to in thisContract shall be the day, month and year of the Gregorian calendar. **1.2.5** The words “include”, “includes” or “including” shall mean including without limitation.
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**CHAPTER II REPRESENTATIONS BY THE PARTIES**Any Party hereby represents to the other Party that:**2.1** It is an enterprise that has been duly established and validly and legally in existence inaccordance with law, and has the full right to enter into and the ability to perform thisContract. **2.2** All procedures required for entering into and performing this Contract (including procuringrequisite governmental approvals, business license and power business permit, *etc*.) have beenaccomplished and are legal and valid. **2.3** Upon entering into this Contract, no judgments, verdicts, awards or specific administrativeacts have been carried out by any courts, arbitration institutes, administrative organs orother regulatory bodies that will have material adverse effect on its performance of thisContract. **2.4** All internal authorization procedures required for executing this Contract have beenaccomplished and this Contract is signed by its legal representative or authorized proxy. ThisContract shall have the binding force on both Parties of this Contract after it comes intoeffect.**CHAPTERIII OBLIGATIONS OF THE PARTIES****3.1** The Power Purchaser’s obligations shall include the following: **3.1.1** To purchase the electric power generated by the Power Plant of the Power Seller inaccordance with the provisions of this Contract. **3.1.2** To abide by the Grid Connection and Dispatching Agreement entered into by the Parties,operate and maintain the power transmission and transformation facilities in
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  accordance with relevant national standards and electric power industrial standards, andmaintain the safety, high quality and economic operation of the electric power system. **3.1.3** To dispatch the electric power and disclose information publicly, justly and fairlyaccording to relevant regulations of the State and to provide information relating to thepower load, reserved capacity and operational conditions of power transmission andtransformation facilities, *etc*. **3.1.4** To provide electric power to the Power Seller for restarting the generator units of thePower Plant according to relevant national regulations or mutual agreements. **3.1.5** To compensate the Power Seller for the reasonable fees arising from the paid assistantservices provided by the Power Seller upon the request of the Power Purchaser according torelevant national regulations. **3.2** The Power Seller’s obligations shall include the following: **3.2.1** To sell to the Power Purchaser the electric power that satisfies the national standards andthe electric power industrial standards in accordance with the provisions of this Contract. **3.2.2** To abide by the Grid Connection and Dispatching Agreement entered into by the Parties,comply with the unified dispatch of electric power, operate and maintain the Power Plantaccording to national standards, the electric power industrial standards and the dispatchingcodes, ensure the operational abilities of the power generation units satisfy the technicalstandards and rules issued by relevant departments of the State, and maintain the safety, highquality and economic operation of the electric power system.
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**3.2.3** To provide the Power Purchaser with the reliability index and the operational conditions forthe units of the Power Plant on a monthly basis, provide information concerning the defects offacilities in a timely fashion, regularly provide the overhaul plan for the units of the PowerPlant, and strictly implement the overhaul plan for the generator units of the Power Plantwhich has been comprehensively arranged and balanced by the Power Purchaser and determined bythe Parties through consultations. **3.2.4** To compensate the Power Purchaser for the reasonable fees arising from the paid assistantservices provided by the Power Purchaser upon its request according to relevant nationalregulations. **3.2.5** Not to conduct the business of supplying power directly to the consumers without theapprovals from relevant authorities of the State.**CHAPTER IV PURCHASE AND SALE OF THE ELECTRIC POWER****4.1** **Annual Contractual On-grid Electricity Output**: the Annual Contractual On-grid ElectricityOutput shall be determined in the supplemental agreement through consultations. **4.2** **Equivalent Available Factor**: shall be determined in the annual supplemental agreement. **4.3** **The Allowable Deviation for Actual Electricity Generation Power**   During any period of time, the allowable deviation range between the actual electricitygeneration power of the Power Plant and the power determined by the daily electricitygeneration dispatching plan curve (including the interim adjustment
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  curve) released by the electric power dispatching agency shall be: from negative 3% topositive 3%.**4.4** **Accumulated Electricity Purchase Output and Surplus or Deficiency of Electricity PurchaseOutput** **4.4.1** The sum of annual (monthly) electricity output generated by the output within the allowabledeviation range prescribed in Article 4.3 of the Power Plant’s units and the electricityoutput generated by the output beyond the allowable deviation range prescribed in Article 4.3due to Power Purchaser’s Reason, plus the electricity output generated by the output of thePower Plant’s units on other conditions which conform to the requirements of the dispatchinginstructions equals to the Annual (Monthly) Accumulated Electricity Purchase Output. Thedifference between the Annual (Monthly) Accumulated Electricity Purchase Output and the Annual(Monthly) Contract On-grid Electricity Output shall be the annual (monthly) surplus ordeficient electricity purchase output of the Power Purchaser. **4.4.2** Annual (Monthly) Accumulated Electricity Purchase Output shall be settled according to theon-grid tariff prescribed in Article 5.2 hereof. **4.4.3** At the end of each contract year, in the event that the Annual Accumulated ElectricityPurchase Output of the Power Purchaser is less than the Annual Contractual On-grid ElectricityOutput, the Power Purchaser shall pay the liquidated damages to the Power Seller for thedeficiency of Annual Electricity Purchase Output according to the result calculated by thefollowing formula:   The Deficiency of Annual Electricity Purchase Output=Annual Contractual On-gridElectricity Output — Annual Accumulated Electricity Purchase Output — The Deficiency ofElectricity Generation Output of that year due to *Force Majeure*occurred to the PowerSeller—The Deficiency of Electricity Generation Output of
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  that year due to the Breach of Contract of the Power Seller  [Wherein: Accumulated Electricity Purchase Output=Actual On-grid Output—The Surplusof Electricity Generation Output due to the Breach of Contract of the Power Seller]   Liquidated Damages for the Deficiency of Annual Electricity Purchase Output =TheDeficiency of Annual Electricity Purchase Output × The On-grid Tariff approved by the LocalPrice Regulatory Authority **4.5** The Surplus or Deficiency of Electricity Generation Output due to Breach of Contract **4.5.1** At any period of time, in the event that the Power Seller violates the dispatchinginstructions to generate electricity or fail to generate electricity, or violates thedispatching instructions to generate electricity on the condition exceeding the allowabledeviation range, the incurred surplus or deficient electricity generation output shall be thesurplus or deficiency of electricity generation output of the Power Seller due to breach ofcontract. The surplus or deficiency of electricity generation output due to breach of contractshall be caused by the following three conditions: (1) the surplus or deficiency ofelectricity generation output caused by the Power Seller’s unauthorized start-up or shut-downof the units without the consent of the Power Purchaser; (2) the surplus or deficiency ofelectricity generation output caused by the electricity generation by the Power Plant on thecondition exceeding the allowable deviation range prescribed in Article 4.3 which has beenwarned by the Power Purchaser, or by the continuous electricity generation on the conditionexceeding the allowable deviation range prescribed in Article 4.3 for over five (5) minutes;(3) the surplus or deficiency of electricity generation output due to the Power Seller’sfailure to perform the dispatching instructions of reducing or adding the unit output underEmergencies.
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**4.5.2** The Power Purchaser shall not settle the surplus electricity generation output due to thebreach of contract of the Power Seller; in the meanwhile, the Power Seller shall pay to thePower Purchaser the liquidated damages for the surplus electricity generation output.   Liquidated Damages for Annual Surplus Electricity Generation Output=The Annual SurplusElectricity Generation Output due to Breach of Contract×The On-grid Electricity Tariffapproved by Local Price Regulatory Authority×2 **4.5.3** The deficient electricity generation output due to breach of contract of the Power Sellershall be deducted as Unplanned Outage; in the meanwhile, the Power Seller shall pay the PowerPurchaser the liquidated damages for the deficient electricity generation output.   Liquidated Damages for Annual Deficient Electricity Generation Output=The Annual DeficientElectricity Generation Output due to Breach of Contract×The On-grid Electricity Tariffapproved by Local Price Regulatory Authority **4.5.4** The Power Seller’s violations of the dispatching instructions shall be punished inaccordance with the provisions of relevant laws and regulations and the stipulations of theGrid Connection and Dispatching Agreement.**CHAPTER V ON-GRID ELELCTRICITY TARIFF****5.1** On-grid electricity tariff during the commissioning period shall be determined in the AnnualSupplemental Agreement.
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**CHAPTERVI METERING OF ELECTRIC POWER****6.1** **Metering Point**   The Metering Points for metering and recording the on-grid electricity output and from-gridelectricity output shall be installed at the following points (details of which are set outin Appendix II): a)     Beside 110KV Main Substation of Binglangjiang Expanded Power Station;  b)                                                                                                     ;  c)                                                                                                     .**6.2** **Metering Devices for Electric Power and Relevant Equipments** **6.2.1** Metering devices include, without limitation, the energy meters, metering voltagetransformer, current transformer, secondary circuit and electric power metering box/tank, *etc*. **6.2.2** Metering devices shall be installed and allocated in accordance with the *TechnicalAdministration Code of Electric Power Metering*(DL / T448-2000). No auxiliary junction pointsof isolating switch shall be installed in the secondary circuit of voltage transformer, and notypes of voltage compensation devices shall be connected thereto. **6.2.3** Energy meters shall be selected from the static multifunctional meters, the technicalperformances of which shall conform to the requirements of the *Multifunction Energy Meters*(DL/ T 614-1997). The energy meters shall be equipped with standard communication interface andthe functions of no-voltage recorder and no-voltage timing, time-matching and incidentsrecording, and shall have the local data communication and (or through the remote terminal ofelectric power ) remote transmission functions, which shall be connected to the PowerPurchaser’s management system for the master station of electric power. In addition, theenergy meters shall have the daily load curve recording function, support network
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  communications, be of good compatibilities, and have sufficient safety precautions toprevent the access of unauthorized persons.**6.2.4** The metering devices shall be installed by Dehong Jincheng Electric Power Metering DevicesTesting Technology Co., Ltd. (hereinafter referred to as “**Jincheng Company**”), which has beenauthorized by the Quality and Technical Supervision Bureau of Dehong Prefecture andcommissioned by both Parties, in accordance with the requirements before the grid connectionof the Power Plant. Before the metering devices are put into operation, the Parties heretoshall carry out the completion acceptance of the metering devices according to therequirements of the *Technical Administration Code of Electric Power Metering*(DL / T448-2000).As for those metering devices which have already been put into operation, Jincheng Companyshall carry out technical recognition of the technical performances and management conditionsof the metering devices with reference to the requirements of this Article. As for thoseaspects which fail to satisfy the requirements, both Parties shall reach an agreement throughconsultation and accomplish the transformation within a specific period. **6.2.5** A set of energy meters with the same model, specification and accuracy shall be installed ateach Metering Point. **6.2.6** At the Metering Point where the on-grid electricity output and the from-gird electricityoutput are simultaneously metered, the energy meters for metering the on-grid electricityoutput and the from-grid electricity output shall be respectively installed and shall satisfythe requirements set out in Article 6.2.3. **6.2.7** The metering devices shall be tested and sealed with strip seals, stamps or other measuresfor seal by Jincheng Company. Neither Party shall arbitrarily unseal the metering devices,change the metering devices for electric power, the interconnection lines between the meteringdevices or replace the components of the metering devices.
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  In the event that any Party proposes the technology development, the transformation planmust be approved by the other Party and the transformation must be carried out with bothParties at presence, which shall not be put into use until having passed the completionacceptance as required in Article 6.2.4. **6.3** The Power Seller shall purchase the metering devices for metering the on-grid electricityoutput and the from-grid electricity output on its own expenses, and shall be responsible forthe daily management and maintenance of the metering devices. **6.4** **Checking of Metering Devices** **6.4.1** The defaults inspections and periodical checking for metering devices shall be carried outby Jincheng Company with both Parties at presence. Any expenses and fees arising therefromshall be borne by the Power Seller. **6.4.2** Besides the periodical checks, either Party may require at any time for checking or testingthe metering devices, which shall be carried out by Jingcheng Company. After being checked ortested, in the event that the error of the metering devices cannot reach the prescribedaccuracy, the expenses and fees arising therefrom shall be borne by the Party who proposes thechecking or testing. **6.5** **Treatment of Metering Abnormities**   In the event any Party hereto detects the abnormities or malfunctions of the meteringdevices which consequently affect the metering of electric power, such Party shallimmediately inform the other Party and Jincheng Company to jointly analyze the problems soas to resume the normal metering as soon as possible. Under normal circumstances, thesettlement of electricity output shall be based on the data recorded on the main meters attrade settlement metering point. In case of abnormities of the trade settlement meteringpoint, as for other abnormities, both Parties shall, after
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  thorough consultations, determine the electricity output during the abnormal periodaccording to the information provided by the no-voltage recorder, no-voltage timing deviceand other equipments.**CHAPTER VII CALCULATION OF ELECTRICITY OUTPUT****7.1** The on-grid electricity output and from-grid electricity output shall be settled on a monthlybasis so as to realize the daily recording, monthly settlement and clearing at the end of eachyear. The electricity output for settlement shall be read from the energy meters at theMetering Point at twenty four o’clock of Beijing time on the last day of each month, whichshall be confirmed by both Parties. In case the matters relating to the calculation offrom-grid electricity output are stipulated in the Power Supply and Use Contract, thestipulations of such contract shall be followed. **7.2** **Reading and Recording of the Data for Electricity Output Settlement** **7.2.1** On site reading and recording of the data for electricity output settlement. Before theoperation of the Power Purchaser’s remote terminal of electric power, the data for electricityoutput settlement shall be the data carried on the meters at twenty four o’clock referred toin Article 7.1 which has been set up by taking advantage of the frozen function of the energymeters, which shall be agreed by the staff of both Parties to read and record on site on thenext day. **7.3** **Calculation of Electricity Output** **7.3.1** On-grid Electricity Output
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  The on-grid electricity output shall be the aggregated output of all electricity output(positive direction) delivered from the Power Plant’s units to the Power Purchaser and readat the Metering Point stipulated in Article 6.1. **7.3.2** From-Grid Electricity Output   The from-grid electricity output shall be the electricity output delivered from the powergrid to the Power Plant during the commissioning period before the startup of the PowerPlant or when all units of the Power Plant stop operation due to its own reasons. Thefrom-grid electricity output shall be the accumulated output of all electricity input(negative direction) read at the Metering Point stipulated in Article 6.1 and allelectricity input of startup/standby transformers. **7.4** **Power Factor**   After calculating the on-grid reactive electricity output, in the event that the powerfactor is over 0.8, it will be deemed as reactive insufficiency. The Power Seller shall payto the Power Purchaser the reactive compensation electricity fees for the reactiveinsufficiency. **7.5** The on-grid electricity output and the from-grid electricity output shall be calculatedseparately and shall not be offset with each other.**CHAPTER VIII SETTLEMENT AND PAYMENT OF ELECTRICITY FEES****8.1** **Calculation of Electricity Fees** **8.1.1** The electricity fees shall be settled in RMB.
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**8.1.2** The on-grid electricity fees shall be calculated by the following formulas:   On-grid Electricity Fees=Accumulated Electricity Purchase Output×Corresponding On-gridElectricity Tariff ( Inc. Tax)   Reactive Electricity Fees=Reactive Insufficient Electricity Output×Corresponding ReactiveCompensation Electricity Tariff (Inc. Tax) **8.2** **Settlement of Electricity Fees** **8.2.1** After having completed the readings of the energy meters according to Article 7.2, the PowerSeller shall accurately calculate the on-grid electricity output and the electricity fees inaccordance with the reading records, fill in the Electricity Output Settlement Sheet and theElectricity Fees Billing Sheet, and send the facsimiles of them to the Power Purchaser on thesame day or on the next Working Day, and the originals shall be sent as an express mail on thesame day. **8.2.2** After having received the Electricity Output Settlement Sheet and Electricity Fees BillingSheet sent by the Power Seller, the Power Purchaser shall check and confirm them as soon aspossible; in case of any dissidence, the Power Purchaser shall inform the Power Seller withinsix (6) Working Days after having received the facsimiles. After being amended by the Partiesthrough consultation, the amended Electricity Output Settlement Sheet and Electricity FeesBilling Sheet shall be sent to the Power Purchaser through facsimiles by the Power Seller andthe originals of them shall be sent as an express mail on the same day. In the event that thePower Purchaser fails to inform the Power Seller of any dissidence within six (6) Working Daysafter having received the facsimiles, they shall be deemed as having been confirmed with nodissidence. **8.2.3** The Power Seller shall endorse the value added tax invoice based on the Electricity
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  Fees Billing Sheet which has been confirmed by the Power Purchaser, and deliver suchinvoice to the Power Purchaser. After having received the confirmed originals of theElectricity Output Settlement Sheet, Electricity Fees Billing Sheet and value added taxinvoice, the Power Purchaser shall pay off the on-grid electricity fees of that period intwo installments: (1) within fifteen (15) Working Days after having received the aforesaidoriginals, the Power Purchaser shall pay for 50% of the on-grid electricity fees of thatperiod; (2) within thirty (30) Working Days after having received the aforesaid originals,the Power Purchaser shall pay off the rest 50% of the on-grid electricity fees of thatperiod.   In the event the Power Purchaser fails to pay off the on-grid electricity fees within theprescribed time limit for any reason, through mutual consultations, the portion of thepostponed payment prescribed herein shall be charged with liquidated damages according tothe bank loan interest rate within the corresponding period. The overdue days shall becounted from the next day of the deadline for the payment of the second installment. **8.3** Electricity Fees Payment for the On-grid Electricity Output during the Commissioning Period   After the unit commissioning period for the Power Plant’s units is over, the PowerPurchaser shall pay the electricity fees for the on-grid electricity output during thecommissioning period within thirty (30) Working Days. The detailed payment methods andstipulations shall refer to Article 8.2. **8.4** **Calculation and Payment for the Paid Auxiliary Service Fees**   Matters concerning the calculation and payment for the fees of the paid auxiliary serviceprovided by the Power Purchaser’s power grid or the Power Seller’s Power Plant shall becarried out by both Parties according to relevant national regulations.
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  Before the formal implementation of relevant national regulations, the existing measuresshall be followed. **8.5** **Electricity Fees Payment for the Difference Adjustment between the Temporary ElectricityTariff and Approved Electricity Tariff**   As for the difference between the temporary electricity tariff and the approved electricitytariff, in light of the stipulations of Article 5.3 hereof and the regulations of relevantapprovals, the Parties hereto shall, within thirty (30) Working Days after the differenceof such tariff has been confirmed by the Parties, complete the settlement of theelectricity fees, and refund the overpayment or supplement the shortfall. **8.6** **Electricity Fees Payment for the Metering Errors Adjustment**   According to the stipulations of Article 6.5 hereof, in the event that the Power Purchaserneeds to increase the payment to the Power Seller or the Power Seller needs to refund thepayment to the Power Purchaser due to metering errors, the increased or refunded paymentshall be settled together with the electricity fees of the next month upon the writtenagreement concluded by the Parties. **8.7** **Payment for the From-grid Electricity Fees**   The electricity fees for the from-grid electricity output defined in Article 7.3.2 hereofshall be calculated by the electricity retail tariff which has been approved by the localprice regulatory authority, and shall be paid by the Power Plant within the first ten (10)days of the next month. **8.8** **Yearly Clearing for Liquidated Damages and Compensation Fees**   As for those liquidated damages or compensation fees which fail to be settled at each
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  month, the Parties hereto shall finish the clearing for the unsettled liquidated damages orcompensation fees of the previous year before the end of January of the following year. **8.9** **Payment Method**   Any payment which shall be paid by any Party hereto according to this Contract shall bedirectly remitted to the bank account provided by the receiving Party in this Contract. Incase the receiving Party has noticed the other Party in writing about the alteration of itsopening bank or bank account, the aforesaid payments shall be remitted to the changed bankaccount.   The bank account indicated in the value added tax special invoice of the receiving Partyshall be consistent with the bank account provided in this Contract or the changed one uponwritten notice. **8.10** **Materials and Records**   Both Parties agree to keep their original materials and records respectively so as tofacilitate the reasonable checking of the statements, records examination or inspection andcheck of the accuracy of calculations in accordance with this Contract.**CHAPTER IX*****FORCE MAJEURE*****9.1** If the occurrence of any *Force Majeure*event completely or partially impedes one Party fromfulfilling any obligation under this Contract, such Party may be exempted from or postponed toperform its contractual obligations, provided that:
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 (1) The scope and period for the exempted or delayed performance shall not exceedthe reasonable need for the elimination of impact of the *Force Majeure*;  (2) The Party affected by the *Force Majeure*shall continue to perform its otherobligations under this Contract which are not affected by the *Force Majeure*, includingthe obligation to make all due payment;  (3) In case the *Force Majeure*events come to an end, the Party affected by *ForceMajeure*shall resume the performance of this Contract as soon as possible.**9.2** In the event that any Party is unable to perform this Contract due to *Force Majeure*, suchParty shall promptly inform the other Party, and shall send a written notice to the otherParty within three (3) days thereafter. Such written notice shall indicate the date of theoccurrence of *Force Majeure*, the anticipated duration, the nature of the events, the impact onits performance of this Contract and the measures it has taken to mitigate the impact of such*Force Majeure*events.   Upon the other Party’s request, the Party affected by the *Force Majeure*shall furnish theother Party with an evidential document issued by the competent local notary public wherethe *Force Majeure*event occurs within fifteen (15) days commencing from the date when the*Force Majeure*event occurs (in the event of communication interruption, from therestoration date of the communication). **9.3** The Parties affected by the *Force Majeure*shall take reasonable measures to mitigate thelosses incurred by one or both Parties caused by *Force Majeure*. The Parties shall immediatelyconsult with each other to formulate and implement a remedy plan and reasonable alternativemeasures to minimize or eliminate the consequences of *Force Majeure*.
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  In the event the Party affected by *Force Majeure*fails to use all its reasonable endeavorsto mitigate the consequences of *Force Majeure*, that Party shall be responsible for theenlarged losses arising therefrom. **9.4** In the event that the *Force Majeure*has prevented a Party from performing its obligationsunder this Contract for a continuous period of over twenty (20) days, the Partieshereto shall consult with each other to determine the conditions for continuing theperformance of this Contract or to terminate this Contract. If the Parties hereto fail toreach agreement concerning the conditions for continuing the performance of this Contract orthe termination of this Contract within thirty (30) days after the occurrence of the*Force Majeure*, any Party shall be entitled to terminate this Contract with a notice to theother Party, unless otherwise provided herein. **9.5** In the event that the Power Seller or the Power Purchaser fails to accomplish the power saleor purchase obligations under this Contract due to governmental actions, change of laws orsubstantial change of power markets, the Parties hereto shall consult with each other toresolve the issues on the principle of fairness and reasonableness. The Parties may properlyamend this Contract if necessary.**CHAPTER X UNPLANNED OUTAGE****10.1** Both Parties agree that, the annual allowable accumulated Equivalent Unplanned Outage Hoursdue to Power Seller’s Reason of the current year shall be 480 hours. In the event theactual annual accumulated Equivalent Unplanned Outage Hours of the Power Plant exceeds theannual allowable hours due to Power Seller’s Reason, the settlement electricity output of thatmonth shall be deducted of a certain amount of the electricity output which is the nameplatecapacity multiplied by the excess hours.
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**10.2** Both Parties agree that, during the Unplanned Outage period of the units of the Power Plantof that year due to Power Seller’s Reason, the allowable times for Forced Outage shall be8 times. In the event that the actual annual accumulated Forced Outage times of thatyear exceeds the annual allowable Forced Outage times of the units of the Power Plant due toPower Seller’s Reason, for each excess time, the settlement electricity output of that monthshall be deducted of a certain amount of electricity output which is the nameplate capacitymultiplied by two (2) hours. **10.3** As for those deficient electricity purchase output caused by the Unplanned Outage (includingthe unplanned derated outage) due to Power Purchaser’s Reason, the provisions of Article 4.4.3shall be followed. **10.4** In case of Forced Outage due to Power Purchaser’s Reason, for each time of outage, theelectricity output calculated from the nameplate capacity multiplied by one (1) hour shall beadded into the Annual Contractual On-grid Electricity Output of that year.**CHAPTER XI LIABILITY FOR BREACH OF CONTRACT****11.1** Any Party’s violation of the provisions of this Contract shall be deemed as a breach ofcontract, and the other Party shall be entitled to require the breaching Party to compensateits economic losses arising from the breach of contract. **11.2** Besides the stipulations provided in other Chapters hereof, both Parties agree that theliabilities for breach of contract which shall be born by the Power Purchaser shall alsoinclude the following:                                        .
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**11.3** Besides the stipulations provided in other Chapters hereof, both Parties agree that theliabilities for breach of contract which shall be born by the Power Seller shall also includethe following:                                        . **11.4** In case of any breach of contract, the non-defaulting Party shall immediately inform thedefaulting Party to stop the breach of contract, and send to the defaulting Party a writtennotice as soon as possible to require it to correct the breach of contract and pay liquidateddamages according to this Contract. The defaulting Party shall immediately take measures tocorrect its defaulting acts and confirm its violations, pay liquidated damages or compensatethe losses of the other Party according to the provisions of this Contract. **11.5** Before the expiration of the performance term provided in this Contract, in the event thatany Party clearly expresses or indicates by its behaviors that it will not fulfill itscontractual obligations, the other Party may require that Party to assume liabilities forbreach of contract.**CHAPTER XII EFFECTIVINESS AND VALID TERM OF THIS CONTRACT****12.1** This Contract shall come into effect when it has been signed by the legal representatives orauthorized proxies of both Parties and affixed with the official stamps, and upon theeffectiveness of the Grid Connection and Dispatching Agreement.**CHAPTER XIII APPLICABLE LAW****13.1** The formation, effectiveness, interpretation, performance and dispute resolution shall begoverned by the laws of the People’s Republic of China.
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**CHAPTER XIV AMENDMENT, ASSIGNMENT AND TERMINATION**