Exhibit 4.92

|                                                                                                                        |             
|----------------------------------------------------------------------------------------------------------------------- | ------------
|(This Agreement is
 prepared with reference to the Model Form issued by the State Electricity
 Regulatory Commission) | No. 2008-012

Grid Connection and Dispatching Agreement

For

Yunhe Shapulong Power Station

Executed in November 2008

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CONTENTS

|                   |                                                                  |    |   
|------------------ | ---------------------------------------------------------------- | -- | --
|CHAPTER
 I         | Definitions
 and Interpretations                                 |    | 4 
|CHAPTER
 II        | Representations
 by the Parties                                  |    | 7 
|CHAPTER
 III       | Obligations
 of the Parties                                      |    | 8 
|CHAPTER
 IV        | Conditions
 for Grid Connection                                  |    | 10
|CHAPTER
 V         | Application
 and Acceptance for Grid Connection                  |    | 12
|CHAPTER
 VI        | Grid
 Connection and Dispatching during the Commissioning Period |    | 15
|CHAPTER VII        | OPERATION UNDER
 DISPATCHING                                     |    | 17
|CHAPTER
 VIII      | Power
 Generation Schedule                                       |    | 19
|CHAPTER
IX         | EQUIPMENT
OVERHAUL AND MAINTENANCE                               |    | 20
|CHAPTER
 X         | Relay
 Protection and Automatic Safety Devices                   |    | 23
|CHAPTER
 XI        | Dispatching
 Automation                                          |    | 26
|CHAPTER
 XII       | Dispatching
 Communication                                       |    | 28
|CHAPTER
 XIII      | Accident
 Disposal and Investigation                             |    | 30
|CHAPTER
 XIV       | Force Majeure                                                    |    | 32
|CHAPTER
 XV        | Liabilities
 for Breach of contract                              |    | 33
|CHAPTER
 XVI       | Effectiveness
 and Valid Term                                    |    | 37
|CHAPTER
 XVII      | Alteration,
 Assignment and Termination of this Agreement        |    | 37
|CHAPTER
 XVIII     | Dispute
 Resolution                                              |    | 38
|CHAPTER
 XIX       | Applicable
 Law                                                  |    | 39
|CHAPTER
 XX        | Miscellaneous                                                    |    | 39
|SPECIAL PROVISIONS |                                                                  | 43
|APPENDIX
I:        | Diagram
 for Grid Connection Points                              |    | 45
|APPENDIX
II:       | Technical
 Parameters for the Power Plant                        |    | 45
|APPENDIX
III:      | Division
 of Dispatching Scope of Power Plant Equipments         |    | 46

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(Agreement Number: 2008-012)

Grid Connection and Dispatching Agreement

This Grid Connection and Dispatching
Agreement (hereinafter referred to as this Agreement)
is executed by and between the following two Parties:

Party A: Lishui
Electric Power Industry Bureau, a power grid operation enterprise registered and
established with the Administration for Industrial and Commercial of Zhejiang
Province, which has procured the Power Transmission Permit [3] (Permit No.: Zhe
Bing 010) issued by the Electricity Regulatory Commission/Bureau [2] for
power supply business, with the tax registration number of 332501848862337,
its registered address at No. 699, Zhongdong Road, Lishui City, and the
legal representative of which is Du Xiao Ping.

Party B: Yunhe
County Shapulong Hydropower Generation Co., Ltd., a power generation enterprise with
the status of legal entity, which was registered and established with the
Administration for Industry and Commerce of Lishui City, with the permit number
of 331100400000365, the tax registration number of 331125704765490,
the registered address at No.422, Huayuan Road, Lishui County, and the
legal representative of which is John D. Kuhns.

WHEREAS:

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|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Party A is currently operating and managing a power grid which is
 suitable for the operation of power plants, and agrees that the Power Plant
 of Party B could be connected to the power grid pursuant to the provisions of
 this Agreement;                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                     
|(2) | Party B is owning/constructing and managing and operating/will manage
and operate a Hydropower Generation Plant (hereinafter referred to as the
Power Plant) with a total installed capacity of 2×12.5 MW in Shapu, Yunhe
County, and agrees to connect the Power Plant to the power grid of Party A
pursuant to the provisions of this Agreement.

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In order to ensure the safety, high quality
and economic operation of the electric power system, regulate the dispatching
of power grid and grid-connected operations, and protect the legal rights and
interests of both Parties, on the principle of equality, free will and good
faith, both Parties hereto have entered into this Agreement through consultations
in accordance with the Electric Power Law of the Peoples Republic of China,
the Contract
Law of the Peoples Republic of China, the Administration Regulations on the
Dispatching of Power Gridsand other relevant laws and regulations
of the Peoples Republic of China.

CHAPTER
I Definitions and
Interpretations

|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1   | Unless otherwise required by the context, the following terms used in
 this Agreement shall have the meanings set forth as follows:                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|1.1.1 | Power Dispatching Agency
 refers to Lishui Electric Power Dispatch & Communication Center, an
 agency in charge of organizing, commanding, instructing and coordinating the
 operation of the electric power system pursuant to applicable laws, which is
 subordinate to Party A.                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|1.1.2 | Power Plant refers to
 the power generation facilities with all auxiliary facilities stretching to
 the property demarcation point with the total installed capacity of 25 MW
 (there are two (2) units, each with the capacity of 12.5 MW, respectively No.
 1 Unit of 12.5 MW and No. 2 Unit of 12.5 MW, the detailed technical
 parameters please refer to Appendix II) [5], which is owned/constructed,
 managed and operated/ will be managed and operated by Party B and located in
 Yunhe County.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|1.1.3 | Connection Points
 refer to the interconnection points between the Power Plant and the power
 grid (please refer to Appendix I).                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|1.1.4 | Initial Connection Date
 refers to the first day on which the Power Plant (units) is (are) connected
 to the power grid.                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|1.1.5 | Connection Application
 refers to the written application document submitted by Party B to Party A
 requesting for connecting its Power Plant (units) to the power grid.                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|1.1.6 | Connection Method
 refers to one systematic way of connecting the Power Plant (units) to the
 power grid.                                                                                                                                                                                                                                                                                                                                                                                               

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|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
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|1.1.7  | AGC refers to
 Automatic Generation Control.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.1.8  | AVC refers to
 Automatic Voltage Control.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.1.9  | RTU refers to Remote
 Terminal Unit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.1.10 | Disconnection
 specially refers to under this Agreement the interruption of electric
 connection between the power grid and the power generation equipments which
 are connected to the power grid for operation.                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.1.11 | Special Operation Mode
 refers to the operation arrangement of taking unusual connection mode for the
 Power Plant or the power grid due to certain needs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.1.12 | Unit Available Capacity
 refers to the output of the units modified at any time due to the
 restrictions of equipment conditions [6].                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.1.13 | Planned Outage refers
 to the status of the units of Power Plant during the planned overhaul and
 reserve periods, including the general overhaul, the maintenance, the general
 service system planned overhaul, and the holiday repairing, the elimination
 of defects during off-break period and the shutdown reserve required by the
 Power Dispatching Agency, etc.                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.1.14 | Unplanned Outage
 refers to the unavailable status of the units of the Power Plant other than
 Planned Outage. Based on the urgency of the needs of outage, the Unplanned
 Outage can be classified into five categories: (1) immediate outage; (2) the
 outage which could be delayed for a short while but the units must exit
 within six hours; (3) the outage which could be postponed over six hours but
 the units must exit within seventy-two hours; (4) the outage which could be
 deferred over seventy-two hours but the units must exit before the next
 Planned Outage; and (5) the prolonged outage which is beyond the period of
 the Planned Outage.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.1.15 | Forced Outage refers
 to the Categories 1, 2 and 3 of Unplanned Outage set forth in Clause 1.1.14.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.1.16 | Equivalent Unit Derated Hours
 refers to the outage hours which are converted from derated hours and
 calculated by the maximum capacity on the nameplate                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.1.17 | Equivalent Unplanned Outage Hours
 refers to the sum of Unplanned Outage hours and unplanned Equivalent Unit
 Derated Hours.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.1.18 | Annual Allowable Planned Outage
 Hours refers to the annual allowable hours for                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       | Planned Outage [8] within any given year for the units classified by
 the same type on the same grid [7] which have been determined by both Parties
 according to the recommendations of equipment manufacturers and the operating
 conditions of the Power Plants generation units after being connected to the
 power grid. The Annual Allowable Planned Outage Hours for the units can be
 classified into the Annual Allowable Planned Outage Hours for general
 overhaul years and the Annual Allowable Planned Outage Hours for the years
 without general overhaul.                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|1.1.19 | Annual Allowable Equivalent
 Unplanned Outage Hours refers to the annual allowable hours for
 equivalent Unplanned Outage [9] within any given year for the units
 classified by the same type on the same grid which have been determined by
 both Parties according to the recommendations of equipment manufacturers and
 the operating conditions of the Power Plants generation units after being
 connected to the power grid. In this Agreement, it only refers to the
 Unplanned Outage caused by Party Bs Reason. The Annual Allowable Equivalent
 Unplanned Outage Hours for the units can be classified into the Annual
 Allowable Equivalent Unplanned Outage Hours for general overhaul years and
 the Annual Allowable Equivalent Unplanned Outage Hours for the years without
 general overhaul.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|1.1.20 | Daily Power Generation Dispatching
 Plan Curve refers to the curve worked out by the Power
 Dispatching Agency on a daily basis to determine the power generation output
 of the Power Plant for each period of time of the next day.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|1.1.21 | Emergencies refer
 to the major accidents occurred to the power generation or power supply
 facilities within the electric power system, including the grid frequency or
 electric voltage exceeds the prescribed limit, the loading of the
 transmission and transformation facilities is over the regulated value, the
 power of trunk circuit exceeds the specified stability limitation and other
 operating conditions which threaten the grid operation safety, may destroy
 the grid stability and eventually lead to the grid collapse or even vast area
 power cut.                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|1.1.22 | Dispatching Code for Electric
 Power System [10] refers to the code formulated in accordance
 with the Administration
 Regulations on the Dispatching of Power Grids, the national
 standards and the electric power industry standards, which regulates the
 dispatching and operation of the electric power system within local area.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|1.1.23 | Party As Reason
 refers to the requirements of Party A or liabilities attributed to Party A,
 including the liabilities which should be born by Party A for the enlargement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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|       |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       | of accident range due to Party As failure to perform relevant
 national regulations and standards, etc.                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.1.24 | Party Bs Reason
 refers to the requirements of Party B or liabilities attributed to Party B,
 including the liabilities which should be born by Party B for the enlargement
 of accident range due to Party Bs failure to perform relevant national
 regulations and standards, etc.                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.1.25 | Power Purchase and Sale Contract
 refers to the contract entered into by and between Party A and Party B
 regarding the purchase and sale of the electricity output generated by the
 Power Plant and other relevant commercial issues.                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.1.26 | Force Majeure refers to the objective
 events which are unforeseen, unavoidable and insurmountable, including
 volcano eruptions, tornados, tsunamis, snowstorms, mudslide, landslide,
 flood, fire, water inflows failing to meet the designed standards,
 earthquakes, typhoons, thunder and lightening and fog flash, etc.
 which exceed the designed standards, and nuclear radiation, wars, plagues and
 riots, etc.
 [11]
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.2    | Interpretations                                                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.2.1  | All headings hereof are only for the convenience of reading and shall
 not affect the interpretations of this Agreement in any way.                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.2.2  | The Appendices hereto shall have the same legal effect as this
 Agreement.                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.2.3  | Unless otherwise agreed by the Parties, this Agreement shall have
 binding force on the lawful successors or assignees of any Party.                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.2.4  | Unless otherwise required by the context, the year, month and day
 mentioned in this Agreement shall be the year, month and day in Gregorian
 calendar.                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.2.5  | The words Include, Includes or Including herein shall mean
 including without limitation.                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.2.6  | All numbers and terms mentioned in this Agreement shall include the
 given number.                                                                                                                                                                                                                                                                                                                                               

CHAPTER
II Representations
by the Parties

Any Party hereby
represents to the other Party that:

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|    |                                                                                                                                                                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1 | It is an enterprise that has been duly
 established and validly and legally in existence in accordance with law, and
 has the full right to enter into and the ability to perform this Agreement.                                                                                               
|    |                                                                                                                                                                                                                                                                                                 
|2.2 | All procedures required for entering into
 and performing this Agreement (including procuring requisite governmental
 approvals, business license and power business permit, etc.) have been
 accomplished and are legal and valid.                                                             
|    |                                                                                                                                                                                                                                                                                                 
|2.3 | When entering into this Agreement, no
 judgments, verdicts, awards or specific administrative acts have been carried
 out by any courts, arbitration institutes, administrative organs or other
 regulatory bodies that will have material adverse effect on its performance
 of this Agreement.
|    |                                                                                                                                                                                                                                                                                                 
|2.4 | All internal authorization procedures
 required for executing this Agreement have been accomplished and this
 Agreement is signed by its legal representative or authorized proxy. This
 Agreement shall have the binding force on both Parties to this Agreement
 after it comes into effect.  

CHAPTER
III Obligations of
the Parties

|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|3.1   | The obligations of Party A shall include
 the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|3.1.1 | Abiding by the national laws and regulations, the national standards
 and electric power industry standards, for the purpose of maintaining the
 safety, high quality and economic operation of the electric power system, and
 according to the Power Plants technical characteristics and codes and
 specifications of the electric power system, to carry out unified dispatching
 of Power Plants (the dispatching scope please refer to Appendix III) on the
 principle of publicity, fairness and justice.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|3.1.2 | Responsible for the operational management, overhaul and maintenance
 and technological transformation for relevant equipments and facilities of
 the power grid, to meet the needs of normal operations of the Power Plant.                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|3.1.3 | Based on the anticipated objective of electricity generation output
 issued by relevant authorities, according to the regulations of the Power
 Purchase and Sale Contract, and considering the actual operating conditions
 of the power grid, to work out and deliver to Party B the monthly power
 generation plan, the Daily Power Generation                                                                                                                                                                

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|      | Dispatching Plan Curve and the reactive output curve (or voltage
 curve) on schedule.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|3.1.4 | To reasonably arrange the overhaul for the facilities of the Power
 Plant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|3.1.5 | To support and cooperate with Party B to carry out technological
 transformations or parameter adjustments of relevant facilities; to instruct
 and coordinate the dispatching and operation management of Party B related to
 the power grid; to provide Party B with instruction and coordination and
 requisite technical support for relevant professions and operations in
 connection with the grid operation safety, such as electric facilities, relay
 protection and automatic safety devices, excitation system (including PSS),
 AGC and speed governor system, electric power metering system, electric power
 dispatching communication and dispatching automation, etc.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|3.1.6 | According to relevant regulations, to inform Party B of the
 information related to Party B concerning the major defects of facilities of
 the power grid and the power transmission ability relating to the Power Plant
 in a timely fashion, and to regularly disclose to Party B with the electric
 power dispatching information related to Party B.                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|3.1.7 | In accordance with the operation requirements of the electric power
 system and the characteristics of the facilities of Party B, to modify
 relevant codes and specifications pursuant to procedures in a timely fashion.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|3.1.8 | To take measures to prevent the accidents which could affect the safe
 operation of the electric power system; to regularly carry out special and
 professional safety inspections concerning the grid safety, and formulate
 counter measures against accidents subject to the needs. Subject to the
 authorization by the power regulatory agency, the Power Dispatch Agency shall
 formulate a plan for the grid-plant joint anti-accident exercise and be
 responsible for implementing such plan.                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|3.1.9 | To assist Party B in respect of investigations on accidents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|3.2   | The obligations of Party B shall include the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|3.2.1 | Abiding by the national laws and regulations, the national standards
 and electric power industry standards, to comply with the unified dispatching
 by the Power Dispatching Agency, and reasonably organize the operation of the
 Power Plant for the purpose of maintaining the safety, high quality and
 economic operation of the electric power system.                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|3.2.2 | To organize the real time operation of the Power Plant according to
 the dispatching                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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|                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
|------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|                                            | instructions of the Power Dispatching Agency, and participate in the
 peak regulation, frequency modulation, voltage regulation and backup of the
 electric power system.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
|3.2.3                                       | According to the requirements of the Power Dispatching Agency, to
 provide proposals concerning the equipment overhaul plans for the Power Plant
 and to implement the approved overhaul plans and organize the overhaul and
 maintenance of facilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
|3.2.4                                       | To accept the professional instructions and coordination provided by
 Party A pursuant to Clause 3.1.5; and to assign relevant technical and
 overhaul management staff to assist Party A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
|3.2.5                                       | To carry out technological transformations or parameter adjustments
 for the facilities according to the needs in a timely fashion, and file such
 transformations or adjustments with Party A (in case of involving grid
 safety, the consent from Party A must be procured).                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
|3.2.6                                       | According to relevant regulations, to provide to Party A with the
 operating conditions for the facilities of the Power Plant and the production
 information, including fuel and water resources, etcin a timely, accurate,
 objective and complete fashion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
|3.2.7                                       | To formulate field operation codes consistent with the electric power
 system codes and specifications of Party A, and file such codes with Party A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
|3.2.8                                       | To take measures to prevent accidents that may affect the operation
 safety of the electric power system; to assist Party A in carrying out
 regular special and professional safety inspections relating to the grid
 safety, and implement the precautionary measures proposed during the
 inspections; in case of any specific counter measures against accidents or
 other safety requirements for the electric power system raised by the Power
 Dispatching Agency, to implement and maintain the operations according to the
 requirements; to file relevant documents of safety measures with the Power
 Dispatching Agency; and to participate in the joint anti-accident exercise
 organized by the Power Dispatching Agency.
|                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
|3.2.9                                       | To assist Party A in respect of the investigations on accidents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
|CHAPTER
 IV Conditions for
 Grid Connection
|                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
|4.1                                         | The primary and secondary equipments of Party B shall conform to the
 national and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|    | electric power industry standards, and other relevant
 regulations[12], shall be installed and commissioned according to the design
 requirements approved by the organizations authorized by the State, and shall
 pass the acceptance according to the infrastructure construction procedures
 of the State; the normal operation mode for grid connection has been defined,
 relevant parameters have been adjusted as compatible, equipment settings have
 been set as required, and all conditions for being connected to the power
 grid of Party A and available for the unified dispatching of the Power
 Dispatching Agency are ready.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|4.2 | The relay protection and automatic safety devices (including the
 excitation system and speed regulation system) of the Power Plant shall conform
 to the national and electric power industry standards and other relevant
 regulations, shall be installed and commissioned according to the design
 requirements approved by the organizations authorized by the State, shall
 pass the acceptance according to the infrastructure construction procedures
 of the State, and comply with relevant provisions of Chapter X hereof.                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|4.3 | The dispatching automation facilities of the Power Plant [13] shall
 conform to the national and electric power industry standards and other
 relevant regulations, shall be installed and commissioned according to the
 design requirements approved by the organizations authorized by the State,
 shall pass the acceptance according to the infrastructure construction
 procedures of the State, and comply with relevant provisions of Chapter XI
 hereof.                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|4.4 | The power dispatching communication facilities of the Power Plant
 shall conform to the national and electric power industry standards and other
 relevant regulations, shall be installed and commissioned according to the
 design requirements approved by the organizations authorized by the State,
 shall pass the acceptance according to the infrastructure construction
 procedures of the State, and comply with relevant provisions of Chapter XII
 hereof.                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|4.5 | The energy metering devices of the Power Plant shall be configured
 according to the Technical Administration Code of
 Electric Power Metering Devices (DL / T448-2000), and pass
 the testing and acceptance jointly organized by both Parties [14].                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|4.6 | According to the requirements of the Regulations on Safe Protection of
 Computer Monitoring and Control Systems and Dispatching Data Networks of
 Power Grids and Power Plants (No.30 Decree issued by the former
 State Economic and Trade                                                                                                                                                                                                                                                                                                                                                                                                    

11

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|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
|---------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|                                                           | Commission) and relevant regulations, the secondary system of the
 Power Plant shall be protected by safety precautionary measures, and approved
 by the Power Dispatching Agency to be qualified for operation.                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
|4.7                                                        | All operation and maintenance codes for the Power Plant have been
 formulated and relevant management regulations are complete, and those
 related to the grid safety shall be consistent with the safety management
 regulations of the power grid to which the Power Plant is connected.                                                                                                                                                                                                                                                                                                                                           
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
|4.8                                                        | The Power Plants on-duty operators which are authorized to take
 dispatching instructions shall receive strict training pursuant to the
 provisions of the Administration Regulations on the Dispatching of
 Power Gridsand other relevant regulations, and procure relevant
 qualification certificates before being assigned to the posts.                                                                                                                                                                                                                                                                                        
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
|4.9                                                        | The primary and secondary equipments of Party A to be operated in
 correspondence with the operation of Party B shall conform to the national
 and electric power industry standards and other relevant regulations, shall
 be installed and commissioned according to the design requirements approved
 by the organizations authorized by the State, and pass the acceptance
 according to the infrastructure construction procedures of the State, with relevant
 parameters reasonably compatible, the settings of such equipments being set
 as required and the systems readily available for the Power Plant to be
 connected.
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
|4.10                                                       | Both Parties have worked out relevant counter measures against
 accidents against possible Emergencies after the grid connection of the Power
 Plant, and such measures shall be filed with the Power Dispatching Agency.                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
|CHAPTER
 V Application and
 Acceptance for Grid Connection
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
|5.1                                                        | Party B shall apply to Party A for the grid connection of its Power
 Plant, and shall be connected in a method as required upon the acceptance of
 Party A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
|5.2                                                        | Application for Grid Connection                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
|                                                           | Party B shall submit the Connection Application to Party A 60 days
 prior to the Initial Connection Date of the Power Plant (units), which shall
 include basic information and                                                                                                                                                                                                                                                                                                                                                                                                                                                      

12

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|      | the acceptance results of the facilities to be connected, the
 commissioning schedule and plan for the Power Plant (units), etc.,
 and shall be attached with all documents set out in Clause 5.5 hereof.                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|5.3   | Acceptance of Connection Application                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|      | Upon the receipt of the Connection Application from Party B, Party A
 shall carefully review the application according to the provisions of Chapter
 IV hereof and other relevant regulations concerning the grid connection, and
 shall reply in time to Party B without any unreasonable delay.                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|5.3.1 | In the event that the materials provided in the Connection
 Application conform to relevant requirements, Party A shall confirm it within
 30 days after the receipt of such application from Party B, and send a
 written confirmation notice to Party B 15 days prior to the Initial
 Connection Date of the units.                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|5.3.2 | In the event that the materials provided in the Connection Application
 do not conform to relevant requirements, Party A shall be entitled to refuse
 such confirmation, but shall notify Party B in written form of the reasons
 for such refusal within 30 days after the receipt of such application.                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|5.4   | The Parties hereto shall make arrangements for detailed issues
 relating to the grid connection of the Power Plant when the Connection
 Application is confirmed.                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|5.4.1 | Party A shall, within 30 days prior to the agreed Initial Connection
 Date, provide to Party B with the electric power system data, equipment
 parameters and system diagrams in respect of the Power Plant, including the
 relay protection settings (or limits) for the power grid related to the Power
 Plant and the settings (or limits) for the relay protection and automatic
 safety devices of Power Plant related to the power grid.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|5.4.2 | Party A shall provide to Party B with the list of contact persons
 (including the staff authorized to issue dispatching instructions, staff in
 charge of operation modes, relay protection staff, automation staff and
 communication staff) and the details of contact.                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|5.4.3 | Party B shall, within 15 days after the receipt of the confirmation
 notice, submit the commissioning items and plans for grid connection to Party
 A according to its requirements, and negotiate with the Power Dispatching
 Agency to determine the specific timing and procedures for the initial
 connection.                                                                                                                            

13

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|      |                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5.4.4 | Party A shall make a written confirmation on the commissioning items
 and plans for grid connection of the units submitted by Party B seven days
 prior to the Initial Connection Date of the Power Plant.                                                                                                  
|      |                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5.5   | When submitting the Connection Application, Party B shall provide to
 Party A with accurate materials in Chinese [15] (the parameters needed to be
 actually measured during the startup process of the grid connection may be
 submitted within 20 days after the grid connection of the units), including:
|      |                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | (1)                                                                                                                                                                                                                                                                                                          | The technical specifications, technical parameters and measured
 parameters (including the zero sequence impedance parameters for the main
 transformers) for the main equipments such as power generators (including
 speed governors and excitation system) and main transformers which are
 required for calculating the tidal current, stability and relay protection
 settings.                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | (2)                                                                                                                                                                                                                                                                                                          | The drawings (including the drawings for a complete set of
 protections for generators and transformers) and instruction manuals of the
 relay protection and automatic safety devices which are related to the grid
 operation; and the installation and commissioning reports for the relay
 protection and automatic safety devices within the scope of power
 dispatching.                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | (3)                                                                                                                                                                                                                                                                                                          | Documents such as the technical instructions, technical parameters
 and equipment acceptance reports for the dispatching automatic equipments of
 the Power Plant which are related to Party A, the tele-control information
 form for the Power Plant (including the no-load voltage ratio and
 tele-metering full scale values of current transformers and voltage
 transformers), the completion acceptance report of the energy metering system
 of the Power Plant, and relevant plans and technical documents in respect of
 the safety protection for the computer system of the Power Plant.
|      |                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | (4)                                                                                                                                                                                                                                                                                                          | Documents such as drawings, equipment technical specifications and
 equipment acceptance reports for the communication projects which are
 interconnected with or related to the communication network of Party A.                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | (5)                                                                                                                                                                                                                                                                                                          | The technical instructions and drawings for the unit excitation
 system and PSS devices (design and measured parameters), under-excitation
 limitation, loss of excitation, loss of step protection and dynamic
 monitoring systems.                                                                                                                                                                                                                                                                                                                                                                

14

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|                                                                             |                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                  
|---------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                             | (6)                                                                                                                                                                                                                                                                                                                                                  | The technical specifications, technical parameters and measured
 parameters of other main equipments related to the grid operation.                                                              
|                                                                             |                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                  
|                                                                             | (7)                                                                                                                                                                                                                                                                                                                                                  | Field operation codes.                                                                                                                                                                           
|                                                                             |                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                  
|                                                                             | (8)                                                                                                                                                                                                                                                                                                                                                  | Primary electric wiring diagrams.                                                                                                                                                                
|                                                                             |                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                  
|                                                                             | (9)                                                                                                                                                                                                                                                                                                                                                  | The startup and shutdown curves and the load increasing and
 decreasing rate of the units, relevant parameters and materials concerning
 AGC, AVC and inherent frequency modulation of the units.
|                                                                             |                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                  
|                                                                             | (10)                                                                                                                                                                                                                                                                                                                                                 | Measures to ensure the electric power utility of the Power Plant.                                                                                                                                
|                                                                             |                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                  
|                                                                             | (11)                                                                                                                                                                                                                                                                                                                                                 | The unit commissioning plans, and commissioning schemes for the
 step-up substation and the startup of units.                                                                                    
|                                                                             |                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                  
|                                                                             | (12)                                                                                                                                                                                                                                                                                                                                                 | Name list of the on-duty operators of the Power Plant who are
 authorized to take dispatching instructions, and the photocopies of their
 qualification certificates and contact details.        
|                                                                             |                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                  
|                                                                             | (13)                                                                                                                                                                                                                                                                                                                                                 | Name list and contact details for the professional staff in the
 fields of operation mode, relay protection, automation and communication.                                                       
|                                                                             |                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                  
|                                                                             | (14)                                                                                                                                                                                                                                                                                                                                                 | Relevant hydrological materials of the hydropower station.                                                                                                                                       
|                                                                             |                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                  
|CHAPTER
 VI Grid Connection
 and Dispatching during the Commissioning Period
|                                                                             |                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                  
|6.1                                                                          | In accordance with the commissioning items and plans confirmed by
 Party A, Party B may carry out the commissioning for the grid-connected
 operation of the Power Plant.                                                                                                                                                                           
|                                                                             |                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                  
|6.1.1                                                                        | The commissioning units of the Power Plant shall be regarded as the
 operating equipments connected to the grid, which shall be incorporated into
 the unified operation and management of the electric power system, abiding by
 the operational codes and specifications of the electric power system and
 complying with the unified dispatching.
|                                                                             |                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                  
|6.1.2                                                                        | The Power Plant shall, according to the commissioning items and plans
 which have been confirmed, prepare a detailed commissioning scheme for the
 connection of units and report to the Power Dispatching Agency item by item
 [16] in accordance                                                                                                  

15

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|      | with the commissioning schedule.                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|6.1.3 | The specific commissioning operations for grid connection shall be
 performed in strict accordance with the dispatching instructions.                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|6.1.4 | In case of any operation of the equipments only managed by the Power
 Plant itself, which may bring about impact on the power grid, Party B shall
 inform the Power Dispatching Agency in advance to make preparations and
 accident forecasts, and implement in strict accordance with the commissioning
 scheme.                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|6.2   | Party A shall assist Party B in the grid-connected commissioning.                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|6.2.1 | The Power Plant during the grid-connected commissioning period shall
 be incorporated into the formal dispatching scope, and shall be managed and
 dispatched in accordance with relevant codes and specifications of the
 electric power system.                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|6.2.2 | According to the requirements of the Power Plant and the conditions
 of the power grid, Party A shall formulate special commissioning dispatching
 schemes (including emergency treatment measures), and reasonably arrange the
 dispatching items and dispatching plans for the Power Plant. The
 commissioning dispatching scheme and specific commissioning plan shall be
 notified to the Power Plant three (3) days prior to the start of commissioning.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|6.2.3 | Through consultations and agreed by the Power Plant, rolling
 adjustments may be made to the commissioning plan according to the
 commissioning progress of the units and the grid operating conditions.                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|6.2.4 | The Power Dispatching Agency may send relevant staff as required for
 field dispatching, and provide necessary technical guidance or support.                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|6.3   | Party A must prepare an emergency plan for any possible Emergencies
 during the commissioning period of Party B, defining the principles of
 settlements and the specific measures to handle Emergencies, so as to ensure
 the safety of the electric power system and equipments.                                                                                                                                                                           

16

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|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|----------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|CHAPTER
 VII OPERATION
 UNDER DISPATCHING
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|7.1                                       | During the operation period, the on-duty operators of the Power Plant
 shall strictly follow the dispatching instructions given by the on-duty
 dispatchers of the Power Dispatching Agency.                                                                                                                                                                                                                                                                                                                                                                                                     
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|7.1.1                                     | The Power Plant must implement the dispatching instructions released
 by the Power Dispatching Agency in a prompt and accurate manner, and shall
 not refuse or delay such implementation with any excuse. In case that
 implementing a dispatching instruction may endanger the personnel or
 equipments, the on-duty operators in the Power Plant shall immediately report
 to the on-duty dispatchers of the Power Dispatching Agency and clarify the
 reasons, and the on-duty dispatchers of the Power Dispatching Agency shall
 decide whether to continue such implementation or not [17].
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|7.1.2                                     | As for those equipments within the scope of direct dispatching by the
 Power Dispatching Agency, the Power Plant must strictly follow the relevant
 operation rules of dispatching and carry out operations according to the
 dispatching instructions, and shall honestly report the field conditions and
 answer the inquiries from the on-duty dispatchers of the Power Dispatching
 Agency.                                                                                                                                                                                                  
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|7.1.3                                     | As for those equipments within the licensing dispatching range of the
 Power Dispatching Agency, the on-duty operators of the Power Plant shall make
 a report to the on-duty dispatchers of the Power Dispatching Agency prior to
 the operations, and only upon an approval, such operations may be carried out
 according to the Dispatching Code for Electric Power System and the field
 operation regulations of the Power Plant.                                                                                                                                                          
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|7.2                                       | The Power Dispatching Agency shall reasonably arrange the Daily Power
 Generation Dispatching Plan Curve of the Power Plant according to relevant
 requirements. During the operation period, the on-duty dispatchers may make
 appropriate adjustments to the Daily Power Generation Dispatching Plan Curve
 according to the actual operating conditions, and such adjustments shall be
 notified to the on-duty operators of the Power Plant fifteen (15) minutes in
 advance.                                                                                                                
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|7.3                                       | In case of any abnormal condition of the operating equipments of the
 Power Plant, Party B shall, according to the regulations of the Dispatching
 Code for Electric Power                                                                                                                                                                                                                                                                                                                                                                                                                       

17

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|    | System, bring forth an overhaul application to the Power Dispatching
 Agency in advance. The Power Dispatching Agency shall, according to the
 regulations of the Dispatching Code for Electric Power System and the actual
 conditions of the power grid, approve such overhaul application at
 appropriate time upon going through specified procedures. In the event that the
 equipments need an urgent outage, the Power Dispatching Agency shall make a
 prompt reply judging from the actual conditions. Party B shall follow the
 final approval from the Power Dispatching Agency [18].                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
|7.4 | The Power Dispatching Agency shall, on the principle of the units on
 the same grid, of the same type and with the same technical conditions shall
 be modulated to a basically same magnitude, and considering both the power
 grid structure and the electric technical conditions of the Power Plant, arrange
 the Power Plant to involve in the peak regulation, frequency modulation,
 voltage regulation and reserve operation of the electric power system in a
 safety, high quality and economic manner.                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
|7.5 | In case of any Special Operation Mode of Party A due to the equipment
 upgrading or transformation which may affect the normal operation of the
 Power Plant, the Power Dispatching Agency shall notify the Power Plant of
 relevant plans seven (7) days in advance and implement the plan which has
 been determined through consultation.                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
|7.6 | In case of any Special Operation Mode of Party B due to the equipment
 upgrading or transformation which may affect the normal operation of the
 power grid, Party B shall notify the Power Dispatching Agency of relevant
 amended plans seven (7) days in advance and implement the plan which has been
 made through consultation.                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
|7.7 | The Power Dispatching Agency shall consult with the Power Plant
 connected to the power grid to convene grid-plant joint meetings on a regular
 basis and invite Party B to participate, during which, the operating
 conditions of the power grid will be analyzed, the system tendency will be
 predicted, the implementations of relevant grid safety and technical measures
 will be demonstrated, and the disposal of major issues concerning the
 operation of the electric power system will be discussed. Party B shall
 participate in such joint meetings, and report the operating conditions of
 the Power Plant and the implementations of relevant safety and technical
 measures of the Power Plant.

18

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|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                  
|---------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|7.8                                      | Both Parties shall exchange the name lists of on-duty staff in
 written form and notify any alteration thereof promptly.                                                                                                                                                                                                                                                                                                                                                                                                    
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                  
|CHAPTER
 VIII Power
 Generation Schedule
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                  
|8.1                                      | Party B shall, pursuant to the signed Power Purchase and Sale
 Contract and the actual operating conditions of the Power Plant, submit the
 proposals for power generation schedules of the Power Plant for the year, the
 month, the holiday or Special Operation Mode pursuant to the following
 requirements:                                                                                                                                                                                                            
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                  
|                                         | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Party B shall submit the power generation schedule proposal for the
 subsequent year to Party A thirty (30) days before the Initial Connection
 Date and before November 15 of each following year.                                                                                                                              
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                  
|                                         | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Party B shall submit the power generation schedule proposal for the
 subsequent month to Party A before the 20th of each month.                                                                                                                                                                                                  
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                  
|                                         | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Party B shall submit the power generation schedule proposal for the
 holiday or the Special Operation Mode period to Party A ten (10) days before
 the statutory national holidays (including the New Years Day, the Spring
 Festival, the Labors Day and the National Day, etc.) or the occurrence of
 Special Operation Mode.
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                  
|8.2                                      | According to the Power Purchase and Sale Contract, and considering
 the power generation schedule proposals submitted by Party B [19], Party A
 shall notify Party B of the annual month-specific power generation schedule
 for the subsequent year before December 25 of each year.                                                                                                                                                                                                                                       
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                  
|8.3                                      | According to the annual month-specific power generation schedule
 formulated pursuant to Clause 8.2 hereof, and considering the progress of
 power generation output fulfilled by the Power Plant and the recent load
 conditions of the power grid, Party A shall notify Party B of the power
 generation schedules for the subsequent month, the holiday or the Special
 Operation Mode before the end of each month or five (5) days before the
 statutory national holidays or the occurrence of Special Operation Mode.
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                  
|8.4                                      | According to the monthly power generation schedule formulated
 pursuant to Clause                                                                                                                                                                                                                                                                                                                                                                                                                                           

19

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|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                             
|----------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                | 8.3 hereof, the actual conditions of the power grid and the data
 provided by the Power Plant (the Power Plant must report to the Power
 Dispatching Agency before 9:00 every day the maximum available capacity or
 the variation of available capacity of the power generation units, and the
 defects and malfunctions that affect the capability of its power generation
 equipments and the operating conditions of the AGC of the units), the Power
 Dispatching Agency shall prepare the Daily Power Generation Dispatching Plan
 Curve of the Power Plant for the next day, and release such curve to the
 Power Plant before 17:00 every day.
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                             
|8.5                                             | The Power Plant shall strictly implement the Daily Power Generation
 Dispatching Plan Curve (including the curve temporarily modified by the
 on-duty dispatchers) and the dispatching instructions released by the Power
 Dispatching Agency, timely adjust the active output of the units and arrange
 the generation and operation of the Power Plant accordingly.                                                                                                                                                                                                                                                                                 
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                             
|CHAPTER
 IX EQUIPMENT
 OVERHAUL AND MAINTENANCE
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                             
|9.1                                             | The overhaul and maintenance for the grid-connected facilities of the
 Power Plant shall be carried out on schedule.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                             
|9.1.1                                           | Party B shall, while submitting the power generation schedule proposals
 for the year, the month, the holidays and the Special Operation Mode to Party
 A as provided herein, submit the equipment overhaul and maintenance schedule
 proposals for the year, the month, the holidays and the Special Operation
 Mode to the Power Dispatching Agency.                                                                                                                                                                                                                                                                                                
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                             
|9.1.2                                           | Through consultations of the both Parties, the Power Dispatching
 Agency shall incorporate the equipment overhaul and maintenance schedules of
 the Power Plant into the overhaul and maintenance schedule of the electric
 power system for the year, the month, the holidays and the Special Operation
 Mode                                                                                                                                                                                                                                                                                                                                        
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                             
|                                                | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Before December 25 of each year, the approved equipment overhaul and
 maintenance schedule of the Power Plant for the subsequent year shall be
 notified to the Power Plant.
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                             
|                                                | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Before the end of each month, the approved equipment overhaul and
 maintenance schedule of the Power Plant for the subsequent month shall be                                

20

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                      
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                             | notified to the Power Plant.                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                      
|      | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                         | Three days prior to a statutory national
 holiday or three days prior to the occurrence of Special Operation Mode, the
 equipment overhaul and maintenance schedule for such holiday or Special
 Operation Mode shall be notified to the Power Plant.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                      
|9.2   | In the event that the Power Plant needs to
 eliminate the defects during load valley period (from 22:00 to 7:00 of the
 subsequent day), an application shall be made to the Power Dispatching Agency
 before 9:00 of the current day. The Power Dispatching Agency shall arrange
 such eliminations as far as possible according to the grid conditions, and
 modify the Daily Power Generation Dispatching Plan Curve in a timely manner.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                      
|9.3   | Overhaul Application and Approval                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                      
|      | Before the start of actual overhaul of
 equipments, the Power Plant shall submit an overhaul application to the Power
 Dispatching Agency, and only upon being approved, the overhaul may be
 started.                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                      
|9.3.1 | The overhaul application shall be submitted
 to the Power Dispatching Agency seven days prior to the start of actual
 overhauls.                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                      
|9.3.2 | The overhaul application shall include the
 names of equipments to be overhauled, the overhaul descriptions, the
 isolation measures and the requirements for the system, etc.                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                      
|9.3.3 | The Power Dispatching Agency shall inform
 the Power Plant of the approval concerning the overhaul application one or
 two days before the start of actual overhaul, and indicate the safety
 measures that should be taken by the Power Plant and other relevant
 requirements, in the meanwhile, an emergency plan for accidents shall be
 prepared.                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                      
|9.4   | Party B shall strictly implement the
 approved overhaul schedule and complete the overhaul on schedule.                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                      
|9.4.1 | In the event that the Power Plant fails to
 carry out overhauls according to the approved schedule due to its own
 reasons, an application for modifying the overhaul schedule may be submitted
 to the Power Dispatching Agency one day before the planned commencement date
 which has been approved. The Power Dispatching                                                                                                              

21

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|      | Agency shall make reasonable adjustments to
 the overhaul schedule according to the grid operating conditions. If such
 adjustment is practicable, the adjusted overhaul schedule shall be notified
 to the Power Plant one day in advance; if impracticable, the Power Plant
 shall try all possible means to implement the originally approved schedule,
 otherwise, the Power Dispatching Agency shall not arrange other overhauls for
 the current year in principle.                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|9.4.2 | In case of any necessity of extending the
 overhaul period, the Power Plant shall apply to the Power Dispatching Agency
 for the extension of such period before half of the approved overhaul period
 has elapsed.                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|9.4.3 | In the event that the Power Plant fails to
 carry out overhauls of the units as scheduled due to the needs of operating
 the electric power system, the Power Dispatching Agency shall consult with
 the Power Plant in advance, and make relevant adjustments to the overhaul
 schedule and notify the Power Plant. If the units must operate over the
 prescribed time limit, both Parties shall consult with each other to decide
 the emergency measures for possible Emergencies which might occur during the
 overtime-operating period as well as the procedures of switching to the
 overhaul status, and handle the matters according to relevant provisions.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|9.5   | In the event that the overhaul of primary
 equipments of the power grid affects the output of the Power Plant, such
 overhaul shall be arranged in coordination with the overhauls for the
 equipments of the Power Plant (or shutdown reserve) as far as possible.                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|9.6   | The Power Dispatching Agency shall make
 reasonable arrangement for the overhaul of the secondary equipments, such as
 the relay protection and automatic safety devices, the power dispatching
 automation and the power dispatching communication system,etc.
 of the power grid and the Power Plant within the dispatching range. The
 overhaul of secondary equipments shall not affect the normal operation of
 primary equipments in principle; otherwise, it shall be arranged coordinating
 with the overhaul of primary equipments as far as possible.                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|9.7   | After completing the overhaul of
 equipments, the Power Plant shall promptly report to the Power Dispatching
 Agency and restore the operation of equipments according to specified
 procedures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

22

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CHAPTER
X Relay Protection
and Automatic Safety Devices

|     |                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                     
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1 | Party A shall strictly abide by the codes
 and specifications concerning the design, operation and management of relay
 protection and automatic safety devices, take charge of operation management
 of relay protection and automatic safety devices within the range of
 dispatching, and conform to the following requirements:
|     |                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (1)                                                                                                                                                                                                                                                                                                                                 | To take charge of calculation of settings
 and the operation of relay protection and automatic safety devices within the
 range of dispatching, and to make analysis and assessment of the operation of
 the devices.                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (2)                                                                                                                                                                                                                                                                                                                                 | To be responsible for the commissioning and
 regular testing and maintenance of the relay protection and automatic safety
 devices within its dispatching range in order to make such devices satisfy
 the set technical requirements and conform to the setting requirements of the
 Power Dispatching Agency, and to keep complete commissioning reports and
 records.                            
|     |                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (3)                                                                                                                                                                                                                                                                                                                                 | Once the relay protection and automatic
 safety devices of the power grid have started running, Party A shall
 immediately analyze the reasons and take measures in accordance with the
 codes, and submit relevant materials to the Power Dispatching Agency. In case
 the Power Plant is concerned, Party A shall cooperate with the Power Plant to
 make analysis and treatment of the accidents.
|     |                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (4)                                                                                                                                                                                                                                                                                                                                 | In case of any malfunction or defect of the
 relay protection and automatic safety devices of the power grid, Party A
 shall immediately take measures in accordance with the codes, analyze the
 causes and promptly take precautionary measures. In case the Power Plant is
 concerned, Party A shall inform the Power Plant of relevant information in
 written form.                            
|     |                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (5)                                                                                                                                                                                                                                                                                                                                 | To provide instructions and assistance to
 the Power Plant in respect of the setting and operation of relevant relay
 protection and automatic safety devices, and to provide necessary technical
 support.                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (6)                                                                                                                                                                                                                                                                                                                                 | To strictly implement the counter measures
 against accidents for relay protection and automatic safety devices
 promulgated by the State and relevant authorities.                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (7)                                                                                                                                                                                                                                                                                                                                 | Before the 25th of each month, to finish
 the analysis report on the operation of relay protection and automatic safety
 devices for the previous month, and to                                                                                                                                                                                                                                     

23

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|     |                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                       | provide a copy to Party B.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.2 | Party B shall strictly abide by the codes
 and specifications concerning the design, operation and management of relay
 protection and automatic safety devices, take charge of operation management
 of relay protection and automatic safety devices under its control, and
 conform to the following requirements:
|     |                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (1)                                                                                                                                                                                                                                                                                                                   | To take charge of calculation of settings
 and the operation of the relay protection and automatic safety devices
 belonging to the Power Plant (the settings for relay protection and automatic
 safety devices which belong to the Power Plant but within the scope of
 dispatching shall be released by the Power Dispatching Agency, and the
 settings for other relay protection and automatic safety devices shall be
 calculated and set by the Power Plant itself and filed with the Power
 Dispatching Agency), and to make analysis and assessment of the operation of
 the devices.
|     |                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (2)                                                                                                                                                                                                                                                                                                                   | To be responsible for the commissioning and
 regular testing and maintenance of the relay protection and automatic safety
 devices under its control in order to make such devices satisfy the set
 technical requirements and conform to the setting requirements, and to keep
 complete commissioning reports and records.                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (3)                                                                                                                                                                                                                                                                                                                   | The relay protection and automatic safety
 devices related to the grid operation must be matched up with the relay
 protection and automatic safety devices of the power grid and the type
 selection of relevant equipments shall be subject to the approval of the
 Power Dispatching Agency.                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (4)                                                                                                                                                                                                                                                                                                                   | In case of any change of the operation
 status of the relay protection and automatic safety devices of Party A, the
 Power Plant shall timely modify the settings and operation status of the
 relay protection and automatic safety devices under its control according to
 the requirements of the Power Dispatching Agency.                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (5)                                                                                                                                                                                                                                                                                                                   | Once the relay protection and automatic
 safety devices of the Power Plant have started running, Party B shall
 immediately report to the on-duty dispatcher of the Power Dispatching Agency
 and analyze the reasons and take measures in accordance with the codes, and
 submit relevant materials to the Power Dispatching Agency upon request. In
 case the power grid is concerned, Party B shall cooperate with the Power
 Dispatching Agency to make analysis and treatment of the accidents.                                                                                          

24

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|       |                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       | (6)                                                                                                                                                                                                                                       | In case of any malfunction or defect of the
 relay protection and automatic safety devices of the Power Plant, Party B
 shall immediately report to the on-duty dispatcher of the Power Dispatching
 Agency, take measures in accordance with the codes, analyze the causes and
 promptly take precautionary measures. In case the power grid is concerned,
 Party B shall report to the Power Dispatching Agency with relevant written
 materials.
|       |                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | (7)                                                                                                                                                                                                                                       | To strictly implement the counter measures
 against accidents for relay protection and automatic safety devices
 promulgated by the State and relevant authorities.                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | (8)                                                                                                                                                                                                                                       | Before the 5th of each month, to
 finish the analysis report on the operation of the relay protection
 (including line protection, transformer protection, generator protection and
 busbar protection) and automatic safety devices of the Power Plant for the
 previous month, and to provide a copy to the Power Dispatching Agency.                                                                                                            
|       |                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.3   | In order to improve the stability of the
 electric power system, both Parties shall upgrade and transform the
 equipments in a timely manner.                                                                                            
|       |                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.3.1 | Both Parties upgrading and transformation
 for the relay protection and automatic safety devices shall be coordinating
 with each other, so as to ensure the compatibility and consistency between
 the equipments of both Parties [20].
|       |                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.3.2 | The equipments after transformation shall
 not be put into operation through specific procedures until having been
 commissioned and passed the acceptance and confirmed as qualified [21].                                              
|       |                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.4   | The relay protection and automatic safety
 devices of Party B shall reach the following main operation standards
 (excluding the malfunction and missing operation caused by Party As Reason):                                          
|       |                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | (1)                                                                                                                                                                                                                                       | The service factor for the main protection
 of relay protections [22] ≥99.0%.                                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | (2)                                                                                                                                                                                                                                       | The accuracy rate for the running of
 protections with 220kV and above ≥98.5%.                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | (3)                                                                                                                                                                                                                                       | The availability for fault recording [23]
 ≥98.5%.                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | (4)                                                                                                                                                                                                                                       | The operation rate of automatic safety
 devices ≥100%.                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | (5)                                                                                                                                                                                                                                       | The accuracy rate for the running of
 automatic safety devices ≥100%.                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.5   | Both Parties shall respectively designate
 staff to take charge of the maintenance for                                                                                                                                                   

25

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|                                    |                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                     
|----------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                    | the operation of relay protection and
 automatic safety devices, and ensure the normal operation.                                                                                                                                                                                                       
|                                    |                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                     
|CHAPTER
 XI Dispatching
 Automation
|                                    |                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                     
|11.1                                | Party A shall strictly abide by the codes
 and specifications concerning the design, operation and management of the
 dispatching automation system, take charge of operation and maintenance for
 the dispatching automation system at the dispatching end, and conform to the
 following requirements:
|                                    |                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                     
|                                    | (1)                                                                                                                                                                                                                                                                                                      | Supervising the reliable operation of the
 dispatching automation system, being responsible for monitoring the operating
 condition of the dispatching automation system and coordinating the major
 problems arising out of the operation.                                         
|                                    |                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                     
|                                    | (2)                                                                                                                                                                                                                                                                                                      | Taking measures to facilitate the
 connection of automation signals of the Power Plant according to the design
 requirements.                                                                                                                                                       
|                                    |                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                     
|                                    | (3)                                                                                                                                                                                                                                                                                                      | Timely and accurately transmitting relevant
 signals of the system to the dispatching automation system of the Power
 Plant.                                                                                                                                                        
|                                    |                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                     
|                                    | (4)                                                                                                                                                                                                                                                                                                      | Making timely analysis of the fault causes
 for the dispatching automation system and taking precautionary measures.                                                                                                                                                                
|                                    |                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                     
|                                    | (5)                                                                                                                                                                                                                                                                                                      | Providing instruction and assistance to
 Party B in the operation maintenance of the dispatching automation system,
 and cooperating with Party B in respect of the investigations on accidents.                                                                                    
|                                    |                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                     
|                                    | (6)                                                                                                                                                                                                                                                                                                      | The computer monitoring and control system
 shall conform to the Regulations on Safe Protection of Computer
 Monitoring and Control Systems and Dispatching Data Networks of Power Grids
 and Power Plants (No.30 Decree issued by the former State Economic
 and Trade Commission).
|                                    |                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                     
|11.2                                | Party B shall strictly abide by the codes
 and specifications concerning the design, operation and management of the
 dispatching automation system, take charge of operation and maintenance for
 the dispatching automation system at the Power Plant end, and conform to the
 following requirements:
|                                    |                                                                                                                                                                                                                                                                                                         
|                                    | (1)                                                                                                                                                                                                                                                                                                      | The tele-control data from the Power Plant
 RTU, the computer monitoring and                                                                                                                                                                                                        

26

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|     |                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                       | control system or the energy acquisition
 and transmission devices and the electric energy metering data shall be
 transmitted to the dispatching automation system and the electric energy
 metering system of the Power Dispatching Agency according to the transmission
 protocols in line with the national or industry standards. The electric
 energy metering system shall pass the testing by a qualified testing agency
 approved by both Parties, so as to ensure the accuracy of data transmission.
 The quantity and accuracy of the real time messages concerning the operating
 equipments of the Power Plant shall satisfy the relevant regulations of the
 State and the operation requirements of the Power Dispatching Agency.
|     |                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (2)                                                                                                                                                                                                                                                                   | Making timely analysis of the fault causes
 for the dispatching automation system under its control and taking
 precautionary measures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (3)                                                                                                                                                                                                                                                                   | Providing assistance to Party A in the
 operation maintenance of the dispatching automation system, and cooperating
 with Party A in respect of the investigations on accidents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (4)                                                                                                                                                                                                                                                                   | The computer monitoring and control system
 of the Power Plant shall conform to theRegulations on Safe Protection of Computer
 Monitoring and Control Systems and Dispatching Data Networks of Power Grids
 and Power Plants (No.30 Decree issued by the former State Economic
 and Trade Commission).                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (5)                                                                                                                                                                                                                                                                   | When the Power Plant (units) equipped with
 AGC participates in the power generation control of the power grid, the AGC
 instruction signals released by the Power Dispatching Agency shall be able to
 be transmitted accurately to the AGC system of the Power Plant via the RTU or
 the computer monitoring and control system of the Power Plant. When the Power
 Plant (units) equipped with AVC participates in the voltage control of the
 power grid, the AVC instruction signals released by the Power Dispatching
 Agency shall be able to be transmitted accurately to the AVC system of the
 Power Plant via the RTU or the computer monitoring and control system of the
 Power Plant.                                             
|     |                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|11.3 | Both Parties shall operate and maintain the
 automation equipments in accordance with the Dispatching Code for Electric
 Power System and relevant codes concerning the dispatching automation system,
 and shall not withdraw or shut down the equipments at random.

27

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|                                        |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                
|--------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|11.4                                    | The RTU, the computer monitoring and control
 system, the electric energy acquisition and transmission devices of the Power
 Plant shall reach the following main operation standards:                                                                                                                            
|                                        |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                
|                                        | (1)                                                                                                                                                                                                                                                                                                                | The availability of RTU or the tele-control
 station of the computer monitoring and control system (monthly) ≥
 98.0%.                                                                                                                                                         
|                                        |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                
|                                        | (2)                                                                                                                                                                                                                                                                                                                | The accuracy error of telemeter ≤0.5.                                                                                                                                                                                                                                          
|                                        |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                
|                                        | (3)                                                                                                                                                                                                                                                                                                                | The availability of unit AGC [24]
 ≥98.0%.                                                                                                                                                                                                                                     
|                                        |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                
|                                        | (4)                                                                                                                                                                                                                                                                                                                | The availability of unit AVC ≥98.0%.                                                                                                                                                                                                                                           
|                                        |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                
|11.5                                    | Both Parties shall respectively designate
 staff to take charge of the operation and maintenance of the dispatching
 automation systems under their respective control, and ensure the normal
 operation.                                                                                                         
|                                        |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                
|CHAPTER
 XII Dispatching
 Communication
|                                        |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                
|12.1                                    | Party A shall strictly abide by the codes
 and specifications concerning the design, operation and management of the
 dispatching communication system, take charge of the operation and
 maintenance for the dispatching communication system at the dispatching end,
 and conform to the following requirements:
|                                        |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                
|                                        | (1)                                                                                                                                                                                                                                                                                                                | Supervising the reliable operation of the
 dispatching communication system, taking charge of the monitoring and
 dispatching commanding of the operating conditions of the dispatching
 communication system and coordinating material problems arising out of the
 operation.
|                                        |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                
|                                        | (2)                                                                                                                                                                                                                                                                                                                | Taking charge of the operation and
 maintenance of the dispatching communication system and the communication
 lines, and ensuring the reliable operation.                                                                                                                     
|                                        |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                
|                                        | (3)                                                                                                                                                                                                                                                                                                                | Making timely analysis of the fault causes
 for the dispatching communication system and taking precautionary measures.                                                                                                                                                        
|                                        |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                
|                                        | (4)                                                                                                                                                                                                                                                                                                                | Providing instructions and assistance to
 Party B in respect of the operation and maintenance of the dispatching
 communication system, and cooperating with                                                                                                                   

28

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|     |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                   
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                | Party B in respect of the investigation on
 accidents.                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                   
|12.2 | Party B shall strictly abide by the codes
 and specifications concerning the design, operation and management of the
 dispatching communication system, take charge of the operation maintenance
 for the dispatching communication system at the Power Plant end, and conform
 to the following requirements:
|     |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                   
|     | (1)                                                                                                                                                                                                                                                                                                            | Taking charge of the operation and
 maintenance of the dispatching communication system at the Power Plant end
 and ensuring the reliable operation.                                              
|     |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                   
|     | (2)                                                                                                                                                                                                                                                                                                            | Making timely analysis of the fault causes
 for the dispatching communication system and taking precautionary measures.                                                                           
|     |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                   
|     | (3)                                                                                                                                                                                                                                                                                                            | Providing assistance to Party A in respect
 of the operation and maintenance of the dispatching communication system, and
 cooperating with Party A in respect of the investigations on accidents.
|     |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                   
|12.3 | The types and configurations for the
 communication equipments of Party B which will be connected to the power
 communication network of Party A shall be compatible and consistent with each
 other, and shall be approved by Party A.                                                                       
|     |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                   
|12.4 | In case of using any carrier-frequency and
 radio-frequency relating to Party As power communication network, Party B
 shall submit an application to Party A, and shall not use the frequencies
 without the written confirmation of Party A.                                                               
|     |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                   
|12.5 | Both Parties shall prepare a standby
 communication system so as to ensure the communication uninterrupted by any
 Emergencies occurred to the power grid or the Power Plant.                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                   
|12.6 | The dispatching communication system of
 Party B shall reach the following main operation standards:                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                   
|     | Service factor of communication circuit:                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                   
|     | (1)                                                                                                                                                                                                                                                                                                            | Service factor of microwave circuit ≥99.95%.                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                   
|     | (2)                                                                                                                                                                                                                                                                                                            | Service factor of optical communication
 circuit ≥99.98%.                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                   
|     | Service factor of communication equipment:                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                   
|     | (1)                                                                                                                                                                                                                                                                                                            | Service factor of microwave equipment ≥99.99%.                                                                                                                                                    

29

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|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                            
|-------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------
|                                                   | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Service factor of optical communication
 equipment ≥99.99%.
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                            
|                                                   | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Service factor of dispatching exchange
 equipment ≥99.85%. 
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                            
|12.7                                               | Both Parties shall respectively designate
 staff to take charge of the operation and maintenance of the dispatching
 communication system under their respective control, and ensure the normal
 operation.                                                                                                                                                                                                                                                                                                     
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                            
|CHAPTER
 XIII Accident
 Disposal and Investigation
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                            
|13.1                                               | The Power Dispatching Agency and the Power
 Plant shall, in accordance with their respective controlled range and
 relevant regulations of the Dispatching Code for Electric Power System and
 the Power Plant field operation codes, handle the accidents in a correct and
 prompt manner and timely inform each other of treatment situation.                                                                                                                                                                 
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                            
|13.2                                               | The accidents of equipments within the
 dispatching range of the Power Dispatching Agency shall be handled strictly
 following the instructions of the on-duty dispatchers of the Power
 Dispatching Agency (excluding those that can be handled without dispatching
 instructions as clearly specified in the field codes).                                                                                                                                                                                    
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                            
|13.3                                               | The Power Dispatching Agency shall,
 according to the Guide on Safety and Stability for Power System
 (DL 755-2001), the Dispatching Code for Electric Power System and other
 relevant regulations, and considering the grid structure, the operation
 characteristics and the specific conditions of the Power Plant, formulate
 principles for accident disposal and specific counter measures against
 accidents, and raise specific requirements on the necessary measures to be
 taken by the Power Plant.
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                            
|13.3.1                                             | In case of any Emergencies that threaten
 the security of the power grid, the on-duty dispatchers of the Power
 Dispatching Agency may take necessary measures to ensure and restore the safe
 operation of the power grid, including adjusting the power generation output
 of the Power Plant, issuing instructions to start or shut down units, or
 disconnecting the Power Plant, etc.                                                                                                                      
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                            
|13.3.2                                             | In case that the Power Plant or any of the
 units has to be disconnected, the Power Dispatching Agency shall, after the
 termination or remedy of the Emergencies, restore the connection and
 operation of the Power Plant or the unit.                                                                                                                                                                                                                                                                        

30

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|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|13.3.3 | The Power Dispatching Agency shall explain
 to Party B the reasons for disconnecting the Power Plant or the unit after
 the accident.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
|13.4   | The Party or Parties suffering from
 accident(s) shall carry out accident investigation according to the Codes of
 Investigation on Electric Power Production Accidents. The
 conclusions of the investigation shall include causes of accident,
 responsible party for the accident and the responsibilities, and the counter
 measures against accidents to prevent similar accidents. The responsible
 party for the accident shall take the responsibilities according to the
 investigation conclusion, and implement the counter measures against
 accidents in a timely fashion.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
|13.4.1 | During the grid accident investigation
 carried out by Party A, Party B shall be invited to participate when it is
 involved. Party B shall provide support to the work of Party A and cooperate
 in the field investigation by providing accident analysis materials such as
 the fault recording diagrams, the operating conditions at the time of
 accident and relevant data,etc.                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
|13.4.2 | During the grid accident investigation
 carried out by Party B, Party A shall be invited to participate when it is
 involved. Party A shall provide support to the work of Party B and cooperate
 in the field investigation by providing accident analysis materials such as
 fault recording diagram, the operating conditions at the time of accident and
 relevant data, etc.                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
|13.4.3 | As for the accidents involving both the
 Power Plant and the power grid, if the Parties cannot reach agreement within
 a short period of time concerning the cause of accident, a special
 investigation panel shall be set up according to relevant regulations of the
 State to carry out the investigations.                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
|13.4.4 | The investigation report on the accident
 involving one Party or both Parties shall be published, which shall cover
 causes of the accident, treatment progress of the accident, responsible party
 for the accident and the liabilities, the rectification plan and accident
 preventive measures, etc.                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
|13.4.5 | The responsible party for the accident
 shall timely correct the errors and implement the rectification plan and
 accident preventive measures. In case the other Party is involved in such
 rectification plan and preventive measures, the consent of the other Party
 shall be obtained.                                                                                                                                                                                                                                                                                            

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|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                           
|--------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|CHAPTER
 XIV Force
 Majeure
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                           
|14.1                        | If the
 occurrence of any Force Majeureevent completely or
 partially impedes one Party from fulfilling any obligation under this
 Agreement, such Party may be exempted from or postpone to perform its
 contractual obligations, provided that:                                                                                                                                                                                                                                                        
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                           
|                            | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | the scope and duration of the exempted or
 postponed performance shall not extend beyond the reasonable needs of
 eliminating the impact of Force Majeure.
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                           
|                            | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | the Party affected by Force Majeure shall
 continue to perform its other obligations hereunder which have not been
 affected by the Force Majeure.        
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                           
|                            | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | In case the events of Force Majeure come to an
 end, the Party claiming Force Majeure shall resume the
 performance of this Agreement as soon as possible.
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                           
|14.2                        | In the
 event that any Party is unable to perform this Agreement due to Force
 Majeure, such Party shall promptly inform the other Party, and
 shall send a written notice to the other Party within three (3) days
 thereafter. Such written notice shall indicate the date of the occurrence of Force
 Majeure, the anticipated duration, the nature of the events, the
 impact on its performance of this Agreement and the measures it has taken to
 mitigate the impact of such Force Majeureevents.
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                           
|                            | Upon the
 other Partys request, the Party affected by the Force Majeure shall
 furnish the other Party with an evidential document issued by the competent
 local notary public where the Force Majeure event occurs within thirty
 (30) days commencing from the date when the Force Majeure event occurs
 (in the event of communication interruption, from the restoration date of the
 communication).                                                                                              
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                           
|14.3                        | The
 Parties affected by the Force Majeure shall take reasonable
 measures to mitigate the losses incurred by either or both Parties caused by Force
 Majeure. The Parties shall immediately consult with each other to
 formulate and implement a remedy plan and reasonable alternative measures to
 minimize or eliminate the impact of Force Majeure.                                                                                                                                                
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                           
|                            | In the
 event that the Party affected by the Force Majeure fails to use all endeavors
 to take reasonable measures to mitigate the impact of Force Majeure, that Party
 shall be responsible for the enlarged losses arising therefrom.                                                                                                                                                                                                                                                                  
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                           
|14.4                        | In the
 event that the Force Majeure has prevented a Party from performing its                                                                                                                                                                                                                                                                                                                                                                                                                           

32

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|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                              
|----------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                | obligations
 under this Agreement for a continuous period of oversixty (60)days,
 the Parties hereto shall consult with each other to determine the conditions
 for continuing the performance of this Agreement or to terminate this
 Agreement. If the Parties hereto fail to reach agreement concerning the
 conditions for continuing the performance of this Agreement or the
 termination of this Agreement within ninety (90) days commencing from the
 date when the Force Majeure event occurs, any Party shall be entitled to
 terminate this Agreement with a notice to the other Party, unless otherwise
 provided herein.
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                              
|CHAPTER
 XV Liabilities for
 Breach of contract
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                              
|15.1                                            | Either
 Partys violation of the provisions of this Agreement shall be deemed as a
 breach of contract, and the
 other Party shall be entitled to require the breaching Party to assume the
 liabilities for breach of contract.                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                              
|15.2                                            | Party A, in case of any of the following
 breach of contract, shall assume the liabilities for breach of contract to
 Party B in the manner provided in Clause 15.3 hereof:                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                              
|                                                | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Failure to perform the obligations provided
 in Chapter III, which has caused direct economic losses to Party B.                                                                             
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                              
|                                                | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Violation of the provisions of Clause 4.9,
 which has resulted in the incapability of the Power Plant to generate power
 on schedule or normally or caused direct economic losses to Party B.
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                              
|                                                | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Violation of the provisions of Clauses 5.3
 and 5.4, which has resulted in the incapability of the Power Plant to
 generate power on schedule or caused direct economic losses to Party B.   
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                              
|                                                | (4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Violation of the provisions of Clause 6.2,
 which has resulted in the incapability of the Power Plant to generate power
 on schedule or caused direct economic losses to Party B.            
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                              
|                                                | (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Violation of the Dispatching Code for Electric
 Power System, which has caused direct economic losses to Party B.                                                                            
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                              
|                                                | (6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Requiring the Power Plant (units) by the
 Power Dispatching Agency to conduct peak regulation, frequency modulation or
 voltage regulation beyond its                                        

33

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|     |                                                                                                                                                                      |                                                                                                                                                                                                                                                                 
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                      | operation capacity or the provisions of
 this Agreement, which has caused direct economic losses to Party B.                                                                                                                                                    
|     |                                                                                                                                                                      |                                                                                                                                                                                                                                                                 
|     | (7)                                                                                                                                                                  | Setting or commanding error of the primary
 and secondary equipments of the power grid due to Party As Reason, which has
 caused direct economic losses to Party B.                                                                                            
|     |                                                                                                                                                                      |                                                                                                                                                                                                                                                                 
|     | (8)                                                                                                                                                                  | Occurrence of the events provided in Clause
 9.4.3 hereof due to the responsibilities attributable to Party A, causing
 direct economic losses to Party B.                                                                                                      
|     |                                                                                                                                                                      |                                                                                                                                                                                                                                                                 
|     | (9)                                                                                                                                                                  | Due to the inappropriate treatment by Party
 A, the implementation of provisions of Clause 13.3.1 has caused direct
 economic losses to Party B.                                                                                                                
|     |                                                                                                                                                                      |                                                                                                                                                                                                                                                                 
|     | (10)                                                                                                                                                                 | Malfunctions of the relay protection and
 automatic safety devices, dispatching automation system and dispatching
 communication system caused by Party As Reason, which has caused direct
 economic losses to Party B.                                        
|     |                                                                                                                                                                      |                                                                                                                                                                                                                                                                 
|     | (11)                                                                                                                                                                 | Other improper performance of Party A which
 has caused direct economic losses to Party B.                                                                                                                                                                      
|     |                                                                                                                                                                      |                                                                                                                                                                                                                                                                 
|15.3 | For each time of breach of contract, Party
 A shall assume the liabilities for breach of contract in the following
 manners:                                        
|     |                                                                                                                                                                      |                                                                                                                                                                                                                                                                 
|     | (1)                                                                                                                                                                  | Party A shall Pay to Party B the liquidated
 damages in the lump sum of RMB50,000 [27].                                                                                                                                                                         
|     |                                                                                                                                                                      |                                                                                                                                                                                                                                                                 
|     | (2)                                                                                                                                                                  | In case of any direct economic loss of
 Party B which cannot be fully compensated by the lump-sum liquidated damages
 provided in Item (1) above, the direct expenses of Party B for repairing
 equipments and restoring normal operations shall be compensated.
|     |                                                                                                                                                                      |                                                                                                                                                                                                                                                                 
|     | (3)                                                                                                                                                                  | In case of any loss of the electricity
 output of Party B, the Parties shall resort to the provisions of the Power
 Purchase and Sale Contract entered into by the Parties.                                                                                     
|     |                                                                                                                                                                      |                                                                                                                                                                                                                                                                 
|15.4 | Party B, in case of any of the following
 breach of contract, shall assume the liabilities for breach of contract to
 Party A in the manner provided in Clause 15.5:
|     |                                                                                                                                                                      |                                                                                                                                                                                                                                                                 
|     | (1)                                                                                                                                                                  | Failure to perform the obligations provided
 in Chapter III, which has caused direct economic losses to Party A.                                                                                                                                                

34

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| |      |                                                                                                                                                                                                                                                                                                                                                                                       
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2)  | Failure to complete the preparations for
 grid connection according to the provisions of Chapter IV hereof, which has
 caused direct economic losses to Party A.                                                                                                                                                                                                                      
| |      |                                                                                                                                                                                                                                                                                                                                                                                       
| | (3)  | Violation of the provisions of Clauses 5.2
 and 5.4, which has caused direct economic losses to Party A.                                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                                                       
| | (4)  | Violation of the provisions of Clauses 6.1
 and 7.1.1.                                                                                                                                                                                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                                                                                                                                       
| | (5)  | Abnormity or malfunction of the primary and
 secondary equipments of the Power Plant related to the grid operation due to
 Party Bs Reason, which has caused direct economic losses to Party A.                                                                                                                                                                                      
| |      |                                                                                                                                                                                                                                                                                                                                                                                       
| | (6)  | Failure to participate in the peak
 regulation, frequency modulation and voltage regulation or standby of the
 electric power system pursuant to provisions of Clause 7.4.                                                                                                                                                                                                            
| |      |                                                                                                                                                                                                                                                                                                                                                                                       
| | (7)  | Alteration of the maintenance duration due
 to Party Bs Reason, which has caused direct economic losses to Party A.                                                                                                                                                                                                                                                                  
| |      |                                                                                                                                                                                                                                                                                                                                                                                       
| | (8)  | Failure to report to the Power Dispatching
 Agency real conditions of the equipments of the Power Plant (such as
 generators, turbines, boilers and electric equipments) and relevant
 facilities.                                                                                                                                                                                    
| |      |                                                                                                                                                                                                                                                                                                                                                                                       
| | (9)  | Failure of the relay protection and
 automatic safety devices of the Power Plant to meet the standards specified
 in Clause 10.4, or malfunctions or incorrect running of relay protection and
 automatic safety devices of the Power Plant caused by Party Bs Reason, which
 has resulted in accidents or expansion of accidents, and has caused direct
 economic losses to Party A.
| |      |                                                                                                                                                                                                                                                                                                                                                                                       
| | (10) | Failure of the power dispatching automation
 system of the Power Plant to meet the standards specified in Clause 11.4, or
 malfunctions of the power dispatching automation system of the Power Plant
 caused by Party Bs Reason, which has resulted in accidents or expansion of
 accidents, and has caused direct economic losses to Party A.                                      
| |      |                                                                                                                                                                                                                                                                                                                                                                                       
| | (11) | Failure of the dispatching communication
 system of the Power Plant to meet the standards specified in Clause 12.6, or
 malfunctions of the dispatching communication system of the Power Plant
 caused by Party Bs Reason, which has resulted in accidents or expansion of
 accidents, and has caused direct                                                                        

35

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                 
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 | economic losses to Party A.                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                 
|15.5 | For each time of breach of contract, Party
 B shall assume the liabilities for breach of contract in the following
 manners:                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                 
|     | (1)                                                                                                                                                                                                                                                                                                                                                                                                             | Paying to Party A the liquidated damages in
 the lump sum of RMB50,000.                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                 
|     | (2)                                                                                                                                                                                                                                                                                                                                                                                                             | In case of any direct economic loss of
 Party A which cannot be fully compensated by the lump-sum liquidated damages
 provided in Item (1) above, the direct expenses of Party A for repairing
 equipments and restoring normal operations shall be compensated.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                 
|     | (3)                                                                                                                                                                                                                                                                                                                                                                                                             | In case of any loss of the electricity
 output of Party A, the Parties shall resort to the provisions of the Power
 Purchase and Sale Contract entered into by the Parties.                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                 
|15.6 | In case of any of the following serious
 breach of contract of Party B, Party A may take enforcement measures to the
 extent of disconnecting the Power Plant (units), and Party B shall not be
 entitled to claim for compensations from Party A for any loss caused by such
 disconnection:                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                 
|     | (1)                                                                                                                                                                                                                                                                                                                                                                                                             | The Power Plant arbitrarily starts up for
 grid connection or shuts down for disconnection without being approved by the
 Power Dispatching Agency.                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                 
|     | (2)                                                                                                                                                                                                                                                                                                                                                                                                             | In case of Emergencies, the Power Plant
 violates the provisions of Clauses 6.1 and 7.1.1.                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                 
|     | (3)                                                                                                                                                                                                                                                                                                                                                                                                             | In case of Emergencies, the Power Plant
 fails to report to the Power Dispatching Agency the real conditions of the
 equipments of the Power Plant (such as generators, turbines, boilers and
 electric equipments) and relevant facilities.                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                 
|15.7 | Unless otherwise provided in this
 Agreement, in case of any breach of contract, the non-defaulting Party shall
 immediately notify the defaulting Party to stop breaching the contract, and
 shall furnish a written notice as quickly as possible to the breaching Party,
 demanding it to correct the breach of contract and assume the liabilities
 therefrom pursuant to the provisions of this Agreement.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                 
|15.8 | The breaching Party shall immediately take
 measures to correct as well as confirm its breach of contract, and assume the
 liabilities therefrom pursuant to the provisions of this Agreement.                                                                                                                                                                                                                 

36

---



|                                                                        |                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                   
|----------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                        | (1)                                                                                                                                                                                                                                                                                                                                                                                  | The lump-sum liquidated damages shall be
 paid within 15 days after the confirmation of the breach of contract.                                                                   
|                                                                        |                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                   
|                                                                        | (2)                                                                                                                                                                                                                                                                                                                                                                                  | The portion of direct economic losses
 exceeding the lump-sum liquidated damages shall be paid within 30 days after
 confirmation of the losses.                                  
|                                                                        |                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                   
|                                                                        | (3)                                                                                                                                                                                                                                                                                                                                                                                  | In case of breach of contract concerning
 the electricity output, the Parties shall resort to the provisions of the
 Power Purchase and Sale Contract entered into by the Parties.
|                                                                        |                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                   
|15.9                                                                    | In the event that either Party explicitly
 expresses or indicates by its own actions that it will not perform its
 obligations hereunder prior to the expiration of the performance time limit
 specified herein, the other Party may require it to assume the liabilities
 for breach of contract.                                                                                 
|                                                                        |                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                   
|CHAPTER
 XVI Effectiveness
 and Valid Term                             
|                                                                        |                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                   
|16.1                                                                    | This Agreement shall come in effect upon
 being signed by the legal representatives or authorized agents of both
 Parties and affixed with their official seals.                                                                                                                                                                                                                    
|                                                                        |                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                   
|16.2                                                                    | The valid term of this Agreement shall be
 one (1) year.                                                                                                                                                                                                                                                                                                                            
|                                                                        |                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                   
|16.3                                                                    | Within one
 (1) month before the expiration of this Agreement, both Parties shall
 negotiate with each other about the renewal of this Agreement. Without any
 objection, this Agreement shall be renewed and the valid term shall still be
 one year, otherwise the Parties shall execute a new grid connection and
 dispatching agreement, and this Agreement shall be terminated.
|                                                                        |                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                   
|CHAPTER
 XVII Alteration,
 Assignment and Termination of this Agreement
|                                                                        |                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                   
|17.1                                                                    | Any
 modification, amendment or supplement to this Agreement must be conducted in
 written form, and the conditions for
 effectiveness shall be the same as those specified in Clause 16.1.                                                                                                                                                                                         

37

---



|                                   |                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                     
|---------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|17.2                               | Both Parties explicitly express that
 neither Party shall be entitled to assign all or part of its rights or
 obligations hereunder to any third party without the written consent of the
 other Party.                                                                                                                                                                                                    
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                     
|17.3                               | Within the
 valid term of this Agreement, both Parties agree to adjust or amend this
 Agreement if any of the following events occurs:                                                                                                                                                                                                                                                                     
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                     
|                                   | (1)                                                                                                                                                                                                                                                                                                                                                                                                         | Alteration of relevant laws and regulations,
 rules and policies of the State;                                                                                                                                                      
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                     
|                                   | (2)                                                                                                                                                                                                                                                                                                                                                                                                         | Any clause of this Agreement conflicting
 with any relevant compulsory rules, measures and regulations issued by the
 State electric power regulatory authority or local governmental authority.                                    
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                     
|17.4                               | Termination of Agreement                                                                                                                                                                                                                                                                                                                                                                                   
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                     
|                                   | In the
 event that any of the following events occurred to either Party, the other
 Party shall be entitled to terminate this Agreement within fifteen (15) days
 after serving a notice of termination:                                                                                                                                                                                                   
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                     
|                                   | (1)                                                                                                                                                                                                                                                                                                                                                                                                         | Either Party goes bankrupt or is subject to
 liquidation, or the business license of either Party or the Power Plant is
 revoked.                                                                                                   
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                     
|                                   | (2)                                                                                                                                                                                                                                                                                                                                                                                                         | One Party
 is merged with the other Party and all or majority parts of its assets have
 been transferred to another entity, and the surviving enterprise cannot
 reasonably perform its obligations under this Agreement.           
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                     
|CHAPTER
 XVIII Dispute
 Resolution
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                     
|18.1                               | Any
 dispute arising out of performance of this Agreement or any dispute in
 relation to this Agreement shall be firstly resolved by the Parties through
 consultations, or submitted to the power regulatory agency for mediation. If
 the disputes cannot be resolved through consultation or mediation, the
 Parties shall select Item (1) from the following two methods to resolve the
 disputes [28]:
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                     
|                                   | (1)                                                                                                                                                                                                                                                                                                                                                                                                         | Both Parties agree to submit the dispute to
 Lishui Arbitration Committee for
 arbitration in accordance with its prevailing arbitration rules. The
 arbitration award shall be final and binding on the Parties to this
 Agreement.
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                     
|                                   | (2)                                                                                                                                                                                                                                                                                                                                                                                                         | Either party may submit the dispute to the
 Peoples Court for settlement through                                                                                                                                                   

38

---



|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                       
|--------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | litigation procedures.
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                       
|CHAPTER
 XIX Applicable Law
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                       
|19.1                        | The
 formation, effectiveness, interpretation, performance and dispute resolution
 of this Agreement shall be governed by the laws of the Peoples Republic of
 China.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                       
|CHAPTER
 XX Miscellaneous  
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                       
|20.1                        | Confidentiality                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                       
|                            | Both
 Parties warrant to maintain confidential all information and documents which
 are procured from the other Party and could not be procured from public
 channels. Without the prior approval from the original provider of such
 information and documents, the other Party shall not disclose to any third
 party all or part of the information and documents, unless otherwise provided
 by the regulations of the State.                                                                                                                                                                                                                     
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                       
|20.2                        | Appendices to this Agreement [29]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                       
|                            | Appendix I: Diagram for the Grid Connection
 Points                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                       
|                            | Appendix II: Technical Parameters of the
 Power Plant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                       
|                            | Appendix III: Division of Dispatching Scope
 for the Power Plants Equipments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                       
|                            | The Appendices to this Agreement (including
 the Special Provisions) shall constitute an integral part of this Agreement,
 and shall have the same legal effect as this Agreement. In case of any
 discrepancies between this Agreement and its appendices, according to the
 nature of discrepancy, the content most related to and dealing more deeply
 with the point of dispute shall prevail. In case that the discrepancy and
 contradiction still exist after applying the aforesaid principle, the Parties
 shall, on the principle of good faith, consult with each other to make
 determinations according to the purpose of this Agreement.

39

---



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|20.3 | Entire Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|     | This Agreement (including the Special
 Provisions) and the appendices hereto constitute the entire agreement between
 the Parties pertaining the subject matter of this Agreement, and shall
 replace all previous discussions, negotiations, contracts and agreements
 conducted by both Parties in respect of this Agreement.                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|20.4 | Notification and Service                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|     | Any notification and document pertaining to
 this Agreement shall be conducted in written form. A notification shall be
 deemed as having been served upon the confirmation with signature by the
 recipient when delivered by way of registered mail, express mail or in
 person, or upon confirmation as being received when sent via fax. All
 notifications and documents shall come into effect upon service and receipt.
 All notifications shall be delivered to the following addresses as provided
 in this Agreement or to a modified address when either Party has notified the
 other Party with a written notice.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|     | Party A: Lishui Electric Power Dispatch
 & Communication Center                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

| |                                                                  |                                     
| | ---------------------------------------------------------------- | ------------------------------------
| | Attention:                                                       | Lin Li Hong                         
| |                                                                  |                                     
| | Telephone Number:                                                | 0578-2101979                        
| |                                                                  |                                     
| | Facsimile Number:                                                | 0578-2101978                        
| |                                                                  |                                     
| | Zip Code:                                                        | 323000                              
| |                                                                  |                                     
| | E-mail:                                                          | lin_li hong@ls.zpepc.com.cn         
| |                                                                  |                                     
| | Mail Address:                                                    | No. 699, Zhongdong Road, Lishui City
| |                                                                  |                                     
| | Party B: Yunhe County Shapulong Hydropower
 Generation Co., Ltd.
| |                                                                  |                                     
| | Attention:                                                       | Zhang Hong                          
| |                                                                  |                                     
| | Telephone Number:                                                | 13506503353                         
| |                                                                  |                                     
| | Facsimile Number:                                                | ________                            
| |                                                                  |                                     
| | Zip Code:                                                        | 323000                              
| |                                                                  |                                     
| | E-mail:                                                          | ________                            
| |                                                                  |                                     
| | Mail Address:                                                    | No.422, Huayuan Road, Lishui City   

40

---



|     |                                                                                                                                                                                                                                                                                                                                | 
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|20.5 | Waiver                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                | 
|     | Either Partys failure to waive any of its
 rights under this Agreement through written statement shall not be deemed as
 a waiver thereof. Either Partys failure to exercise any of its rights under
 this Agreement shall not operate as having waived or will waive any of its
 rights under this Agreement in the future.
|     |                                                                                                                                                                                                                                                                                                                                | 
|20.6 | Continuing Effect                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                | 
|     | The provisions with respect to arbitration
 and confidentiality of this Agreement shall remain effective after the
 termination of this Agreement.                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                | 
|20.7 | Text                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                | 
|     | This Agreement comprises_____ pages, and
 shall be signed in six (6) counterparts. Each Party shall hold two
 counterparts, and two counterparts_shall be filed with State
 Electricity Regulatory Commission, East China Electricity Regulatory Bureau,
 Hangzhou Office.                                                    

41

---



|                                               |                                                        
|---------------------------------------------- | -------------------------------------------------------
|Party
 A (Stamp):                              | Party
 B (Stamp):                                      
|                                               |                                                        
|Lishui
 Electric Power Industry Bureau         | Yunhe
 County Shapulong Hydropower Generation Co., Ltd.
|                                               |                                                        
|                                               | Legal Representative: John D. Kuhns                    
|                                               |                                                        
|Legal Representative: Du Xiao Ping             |                                                        
|                                               |                                                        
|                                               | or                                                     
|or                                             |                                                        
|                                               |                                                        
|                                               | Authorized Agent:                                      
|                                               |                                                        
|Authorized Agent:                              |                                                        
|                                               |                                                        
|                                               | Signing Date: November 21, 2008                        
|                                               |                                                        
|Signing Date:  2008                            |                                                        
|                                               |                                                        
|                                               | Signing Place: Lishui City, Zhejiang
 Province         
|                                               |                                                        
|Signing Place: Lishui City, Zhejiang
 Province |                                                        

42

---



SPECIAL
PROVISIONS

|                                                       |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Dispatching
 for the Reservoir of the Power Plant [31]
|                                                       |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|1.1                                                    | Characteristics and Basic Parameters of
 Reservoir                                                                                                                                                                                         
|                                                       |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|1.1.1                                                  | The regulating characteristic of the Power
 Plants reservoir is: runoff reservoir/ daily regulating reservoir/ weekly
 regulating reservoir/ seasonal regulating reservoir/ annual regulating
 reservoir/ multi-year regulating reservoir.
|                                                       |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|1.1.2                                                  | Basic Parameters                                                                                                                                                                                                                           
|                                                       |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                       | (1)                                                                                                                                                                                                                                         | Control drainage area: 58.2 square
 kilometers (km2).                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                       |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                       | (2)                                                                                                                                                                                                                                         | Normal storage level and corresponding
 reservoir capacity: 803.5m, 6,950,000 cubic meters (m3).                                                                                                                                                                                                                                                                                                                                                                                     
|                                                       |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                       | (3)                                                                                                                                                                                                                                         | Dead water level and corresponding
 reservoir capacity: 772m, 670,000 cubic meters (m3).                                                                                                                                                                                                                                                                                                                                                                                             
|                                                       |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                       | (4)                                                                                                                                                                                                                                         | Designed flood level and corresponding
 reservoir capacity: 804.75m, 8,069,300 cubic meters (m3).                                                                                                                                                                                                                                                                                                                                                                                    
|                                                       |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                       | (5)                                                                                                                                                                                                                                         | Check flood level and corresponding
 reservoir capacity: ___m, ___ cubic meters (m3).                                                                                                                                                                                                                                                                                                                                                                                                
|                                                       |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                       | (6)                                                                                                                                                                                                                                         | Top level of flood control: ___m.                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                       |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                       | (7)                                                                                                                                                                                                                                         | Beginning water level in flood season:
 ___m.                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                       |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|1.1.3                                                  | Reservoir Capacity                                                                                                                                                                                                                         
|                                                       |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                       | (1)                                                                                                                                                                                                                                         | Total reservoir capacity: 8,450,000 cubic
 meters (m3).                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                       |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                       | (2)                                                                                                                                                                                                                                         | Flood control capacity: ____ cubic meters
 (m3).                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                       |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                       | (3)                                                                                                                                                                                                                                         | Usable storage: _____cubic meters (m3).                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                       |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                       | (4)                                                                                                                                                                                                                                         | Other parameters: ____________.                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                       |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|1.1.4                                                  | Flow                                                                                                                                                                                                                                       
|                                                       |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                       | (1)                                                                                                                                                                                                                                         | Designed Flood: ______ cubic meters/s (m3/s).                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                       |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                       | (2)                                                                                                                                                                                                                                         | Check Flood: ______ cubic meters/s (m3/s).                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                       |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                       | (3)                                                                                                                                                                                                                                         | Designed Maximum Discharged Flow: ______
 cubic meters/s (m3/s).                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                       |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                       | (4)                                                                                                                                                                                                                                         | Designed Minimum Discharged Flow: ______
 cubic meters/s (m3/s).                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                       |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                       | (5)                                                                                                                                                                                                                                         | Maximum Power Generation Flow: _____cubic
 meters/s (m3/s).                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                       |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|1.1.5                                                  | Reservoir water level variation range
 during the power generation period is: 803 m to 772 m.                                                                                                                                              
|                                                       |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|1.2                                                    | Reservoir Dispatching Range                                                                                                                                                                                                                
|                                                       |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                       | The specific dispatching range shall be
 determined by both Parties hereto according to the actual conditions of the
 Power Plant operation and the reservoir.                                                                             
|                                                       |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|1.3                                                    | Principles of Reservoir Dispatching                                                                                                                                                                                                        
|                                                       |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                       | (1)                                                                                                                                                                                                                                         | According to relevant laws and regulations
 and the reservoir dispatching codes, carrying out proper dispatching of the
 reservoir and ensuring the safe operation of the reservoir.                                                                                                                                                                                                                                                                                                 
|                                                       |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                       | (2)                                                                                                                                                                                                                                         | Carrying out dispatching in strict
 accordance with the project designed flood control principle, ensuring the
 safety of the complex project and meeting the upstream and downstream flood
 control standards.                                                                                                                                                                                                                                                                      
|                                                       |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                       | (3)                                                                                                                                                                                                                                         | Making full use of water resources and
 developing the comprehensive utilization effect of the reservoir.                                                                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|1.4                                                    | Basic Requirements for Reservoir Dispatching                                                                                                                                                                                               
|                                                       |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                       | (1)                                                                                                                                                                                                                                         | Party B shall provide the design documents,
 operation statistic data and operation summary of the Power Plant according
 to the requirements of Party A.                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                       | (2)                                                                                                                                                                                                                                         | The Power Plant shall provide the annual
 scheme for passing the flood season to the Power Dispatching Agency before
 April 20 of each year, pay close attention to the meteorological changes in
 the drainage area during the flood season, timely provide the water
 conditions and relevant conditions concerning flood control, and make proper
 short-term flood prediction. In case of material flood or disastrous climate,
 Party B shall notify Party A in a timely manner.
|                                                       |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                       | (3)                                                                                                                                                                                                                                         | Party B shall transmit real time operation
 information of the reservoir and the units according to the requirements of
 Party A.                                                                                                                                                                                                                                                                                                                                                    

43

---



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (4) | The water level of the reservoir shall be
 controlled according to the designed dispatching diagram or the reservoir
 water level fluctuation plan determined by both Parties through
 consultations, to ensure that the power plant shall not operate when the
 water level falls below the designed dead water level. Generally, the
 reservoir water level at the end of flood season of each year should reach
 the normal storage level.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (5) | On the premise of ensuring the dam safety
 of the Power Plant and the equipment safety of the Power Plant, the
 comprehensive effectiveness of the Power Plant and its frequency modulation,
 peak regulation and the standby for accident functions on the power grid
 should be brought into full play.                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (6) | Both Parties shall cooperate with each
 other and take joint endeavors to make full use of water resources and
 generate more power with less water wasted. In case of contradictions between
 the reservoir safety and utilization, the former shall be given the priority.                                                                                                                                                                 

44

---



|                                                        |                                                                                                                                                                          
|------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|APPENDIX
 I: Diagram for
 Grid Connection Points       
|                                                        |                                                                                                                                                                          
|1.                                                      | The equipments and units installed at the
 metering points, the property right owners, the operation maintenance Party
 and the dispatching Party are indicated (omitted)
|                                                        |                                                                                                                                                                          
|2.                                                      | Zones and equipments owned by Party A in
 the diagram (omitted)                                                                                                          
|                                                        |                                                                                                                                                                          
|3.                                                      | Zones and equipments owned by Party B in
 the diagram (omitted)                                                                                                          
|                                                        |                                                                                                                                                                          
|APPENDIX
 II: Technical
 Parameters for the Power Plant
|                                                        |                                                                                                                                                                          
|1.                                                      | Nameplate Parameters for the Generator
 Units of the Power Plant                                                                                                         

|         |  |                  |  |                       |  |                    |  |                     |  |                      
|-------- |  | ---------------- |  | --------------------- |  | ------------------ |  | ------------------- |  | ---------------------
|Unit No. |  | Generator Type   |  | Rated Capacity
 (MVA) |  | Active Power
 (MW) |  | Rated Power
 Factor |  | Rated Speed 
 (r/min)
|         |  |                  |  |                       |  |                    |  |                     |  |                      
|1        |  | Sf2-j12.5-8/2840 |  | 15.625                |  | 12.5               |  | 0.8                 |  | 750                  
|2        |  | Sf2-j12.5-8/2840 |  | 15.625                |  | 12.5               |  | 0.8                 |  | 750                  

|     |                                                                                                                                                                                                             |                                      
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------
|2.   | Connection lines between the Power Plant
 and the power grid of Party A                                                                                                                                    
|     |                                                                                                                                                                                                             |                                      
|     | (1)                                                                                                                                                                                                         | Name of the line: Shahe No.1067 Line.
|     |                                                                                                                                                                                                             |                                      
|     | (2)                                                                                                                                                                                                         | Voltage level: 110 kV.               
|     |                                                                                                                                                                                                             |                                      
|3.   | Other technical parameters for the Power
 Plant which will be provided by Party B according to the design parameters
 for the equipments and the connection commissioning results [32].                    
|     |                                                                                                                                                                                                             |                                      
|3.1. | Normal Operation Output Range                                                                                                                                                                              
|     |                                                                                                                                                                                                             |                                      
|     | The maximum output for the normal operation
 if the two units of the Power Plant shall be 120% of the rated capacity, and
 the minimum output for the normal operation shall be 35% of the rated
 capacity.
|     |                                                                                                                                                                                                             |                                      
|     | Or the operation output range of the units
 shall be: from 35% to 120% of the rated capacity; _____% to _____% of the
 rated capacity; and _____% to _____% of the rated capacity.                         
|     |                                                                                                                                                                                                             |                                      
|3.2. | Under the special condition of ________ of
 the power grid, the minimum output of the ________ units of the Power Plant
 is _____% of the rated capacity;                                                  
|     |                                                                                                                                                                                                             |                                      
|3.3. | Power regulation rate of units during
 normal operation                                                                                                                                                    
|     |                                                                                                                                                                                                             |                                      
|     | Unit
 _________ is 8 MW/min.                                                                                                                                                                               
|     |                                                                                                                                                                                                             |                                      
|     | Unit
 _________ is _____MW/min.                                                                                                                                                                            
|     |                                                                                                                                                                                                             |                                      
|3.4. | The shortest duration for the units from
 receiving a dispatching instruction to reaching the output for connection or
 from zero output to the rated output is:                                           
|     |                                                                                                                                                                                                             |                                      
|     | Fossil-fired
 units:                                                                                                                                                                                       
|     |                                                                                                                                                                                                             |                                      
|     | Cold
 startup (boiler in cold standby)_____h.                                                                                                                                                              
|     |                                                                                                                                                                                                             |                                      
|     | Cold
 startup (boiler in hot standby)_____h.                                                                                                                                                               
|     |                                                                                                                                                                                                             |                                      
|     | Warm
 startup (the unit is disconnected from the grid within _____h)_____h.                                                                                                                                
|     |                                                                                                                                                                                                             |                                      
|     | Hot
 startup (the unit is disconnected from the grid within _____h)_____h.                                                                                                                                 
|     |                                                                                                                                                                                                             |                                      
|     | Hydropower
 and pumped storage units: _____h.                                                                                                                                                              
|     |                                                                                                                                                                                                             |                                      
|     | Other
 types of units: _____h.                                                                                                                                                                             
|     |                                                                                                                                                                                                             |                                      
|3.5. | The shortest shutdown duration from full
 load output to zero load after receiving a dispatching instruction: 0.5h.                                                                                        
|     |                                                                                                                                                                                                             |                                      
|3.6. | The shortest shutdown duration from
 disconnection of units to reconnection with the grid: 0.5h.                                                                                                           
|     |                                                                                                                                                                                                             |                                      
|3.7. | The shortest shutdown time for the Power
 Plants units to operate at the lowest or above operation level after it has
 reached the lowest or above operation level: _____h.                               
|     |                                                                                                                                                                                                             |                                      
|3.8. | The under-excitation degree for the three
 units is ≤0.95.                                                                                                                                                 

45

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|                                                                        |                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                      
|----------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------
|3.9.                                                                    | Other technical parameters necessary to be
 specified as deemed by both Parties [33]: __________.                                                                                                                                                                                                                                                                        
|                                                                        |                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                      
|4.                                                                      | The Operation modes restricted or not
 recommended by the equipment manufacturers:                                                                                                                                                                                                                                                                                       
|                                                                        |                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                      
|                                                                        | (1)                                                                                                                                                                                                                                                                                                                                                                       | Unit ___ should not operate in phase
 modulation under _____ condition.                              
|                                                                        |                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                      
|                                                                        | (2)                                                                                                                                                                                                                                                                                                                                                                       | Unit ___ should not operate in frequency
 regulation under _____ condition.                          
|                                                                        |                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                      
|                                                                        | Other inappropriate operation modes:
 ________________________.                                                                                                                                                                                                                                                                                                          
|                                                                        |                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                      
|5.                                                                      | When the Power Plant has been put into
 commercial operation, if Party B finds any change in the operation parameters
 of the units which fail to meet the technical indicators as set out in Item 3
 above and need modifications, explanations shall be made to the Power
 Dispatching Agency and a testing report confirmed by a qualified agency shall
 be submitted.
|                                                                        |                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                      
|APPENDIX
 III: Division of
 Dispatching Scope of Power Plant Equipments
|                                                                        |                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                      
|1.                                                                      | The scope of direct dispatching by the
 Power Dispatching Agency after the connection of the Power Plant                                                                                                                                                                                                                                                                 
|                                                                        |                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                      
|                                                                        | (1)                                                                                                                                                                                                                                                                                                                                                                       | #1 - #2 generator units                                                                              
|                                                                        |                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                      
|                                                                        | (2)                                                                                                                                                                                                                                                                                                                                                                       | Output and line maintenance for the primary
 equipments of #1 - #2 units                             
|                                                                        |                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                      
|                                                                        | (3)                                                                                                                                                                                                                                                                                                                                                                       | Relay protection and automatic safety
 devices related to the operation of the grid of Party A       
|                                                                        |                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                      
|                                                                        | (4)                                                                                                                                                                                                                                                                                                                                                                       | Dispatching automation and communication facilities
 related to the dispatching operations of Party A
|                                                                        |                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                      
|                                                                        | (5)                                                                                                                                                                                                                                                                                                                                                                       | Other facilities deemed by Power
 Dispatching Agency as related to the safety of the grid            
|                                                                        |                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                      
|                                                                        | (6)                                                                                                                                                                                                                                                                                                                                                                       | _________________________________.                                                                   
|                                                                        |                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                      
|2.                                                                      | The licensing dispatching scope of the
 Power Dispatching Agency after the connection of the Power Plant                                                                                                                                                                                                                                                                 

| |     |                                                                                                                                            
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | #1 and #2 main transformers and the main
 transformer tap changer positions main transformers 110kV neutral point
 grounding knife-switch.
| |     |                                                                                                                                            
| | (2) | 110KV busbar and above equipments.                                                                                                         
| |     |                                                                                                                                            
| | (3) | Operation and outage rate of units.                                                                                                        
| |     |                                                                                                                                            
|

|     |                                                                                                                                                                                                                         
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|[1]  | In formal text of this Agreement, all
 numbers, percentages and periods shall be definitive so as to avoid any
 dispute arising therefrom.                                                                              
|     |                                                                                                                                                                                                                         
|[2]  | In the Model Form, the symbol / means
 both Parties concerned should make selection of the content on the wavy lines
 in accordance with the actual situation (except for calculation formulas).                    
|     |                                                                                                                                                                                                                         
|[3]  | The statement on procuring the Power
 Transmission Permit is applicable to areas where the regulations of Power
 Transmission Permit have been implemented. The same as below.                                          
|     |                                                                                                                                                                                                                         
|[4]  | The statement on procuring Power Generation
 Permit is applicable to areas where the regulations of Power Generation
 Permit have been implemented. The same as below.                                                  
|     |                                                                                                                                                                                                                         
|[5]  | In case the verified capacity of the units
 does not conform to the nameplate capacity, the verified capacity approved by
 the relevant authority of the State shall prevail. The same as below.                        
|     |                                                                                                                                                                                                                         
|[6]  | For a hydropower station, it should include
 water conditions and navigation, etc. restricting on the unit output.                                                                                                      
|     |                                                                                                                                                                                                                         
|[7]  | It means the grid operated and managed by
 Party A.                                                                                                                                                                     
|     |                                                                                                                                                                                                                         
|[8]  | It shall be determined as 70%~80% of the
 average of Actual Planned Outage Hours for the previous three years of the
 units of the same type on the same grid.                                                          
|     |                                                                                                                                                                                                                         
|[9]  | It shall be determined as 70%~80% of the
 average of Actual Equivalent Unplanned Outage Hours for the previous three
 years of the units of the same type on the same grid.                                             
|     |                                                                                                                                                                                                                         
|[10] | It is also called as the Grid Dispatching
 Code.                                                                                                                                                                        
|     |                                                                                                                                                                                                                         
|[11] | Some typical events of Force Majeureare listed
 here, and both Parties may select according to the actual local conditions.                                                                                             
|     |                                                                                                                                                                                                                         
|[12] | These refer to the counter measures against
 accidents to prevent equipment flashover, electric misoperation and malfunction
 or missing operation of relay protection and automatic safety devices. The
 same as below.
|     |                                                                                                                                                                                                                         
|[13] | The Units equipped with AGC shall include
 AGC and the units equipped with AVC shall include AVC.                                                                                                                       

46

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|[14] | The energy metering devices already in operation
 shall be technically certified on their technical performance and management
 conditions by an energy metering testing agency recognized by the national
 metering administration authority and confirmed by both Parties; for items
 not meeting the specification, renovation shall be made within specified time
 agreed by both Parties through consultations.                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|[15] | Any special requirements on the timing of
 providing documents may be separately agreed by the Parties.                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|[16] | Subject to the approval by the Power
 Dispatching Agency, complete filing is acceptable.                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|[17] | If otherwise provided by the Electric
 Power System Dispatching Codes, such provisions shall be complied
 with.                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|[18] | In the event that the Power Dispatching
 Agency cannot arrange such overhaul within a short time considering the needs
 of grid operation, both Parties shall negotiate with each other to determine
 the measures to prevent accidents and procedures to handle accidents
 according to the provisions of the Electric Power System Dispatching Codes.                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|[19] | If Party B is a hydropower plant, the Power
 Dispatching Agency shall take into account the incoming water to the
 reservoir.                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|[20] | Any discrepancy between the Parties during
 the coordination shall be handled on the principle of partial interests
 following the overall interests.                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|[21] | In case the other Party is involved, the
 confirmation of both Parties must be procured.                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|[22] | Operation ratio of main protection =
 duration for main protection devices in operation / statistic period duration
 for main protection devices. The same as below.                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|[23] | The availability for fault recording =
 times of available fault recording /times to be assessed. The same as below.                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|[24] | The standards for transmission and
 operation of AGC or AVC signals between the Power Plant and the Power
 Dispatching Agency shall be determined by both Parties through consultation
 or according to the general rule of the local area/ province (autonomous
 region or municipality).                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|[25] | Service factor of communication circuit =
 {1  ∑[number of interrupted circuits ×duration of circuit malfunction
 (min)]/ [actual number of circuits × calendar time of the whole month
 (min)]}×100%.                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|[26] | Equipment service factor = {1 
 ∑[number of interrupted circuits ×duration of equipment malfunction at
 local end (min)]/ [number of circuits configured × calendar time of the whole
 month (min)]}×100%.                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|[27] | Upon agreement by both Parties, a variety
 of forms may be selected such as electricity output compensation. The same as
 below.                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|[28] | Only one option may be selected.                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|[29] | When executing the formal agreement, the
 appendices shall be complete, accurate and clear and without omission.                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|[30] | It refers to the corresponding branch of
 the national electric power regulatory authority in the area where the Power
 Plant (units) is located.                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|[31] | In case of a hydropower plant, provisions
 on reservoir dispatching shall be added in the Agreement, and necessary
 special provisions can be added as required for other types of power plants
 such as those of pumped storage, nuclear power, cogeneration of heat and
 power and multi-resources power plants.                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|[32] | For a power plant with different types of
 units, the technical parameters of different units shall be indicated
 respectively as per the contents listed in this article in the actual
 application of the agreement.                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|[33] | Other technical parameters shall include
 the voltage level in normal operation mode, voltage level under Emergencies,
 frequency, rated power factor of the generator, range of operation power
 factor and maximum number of startups of the unit, etc. For any of the above
 parameters requiring adjustment according to the change of operation mode,
 the successive modifications may be included as appendices to the Agreement in
 the course of performance.

47

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