Exhibit 4.123

CONTRACT NO: DIAO DU 091 [2010]

BETWEEN

FUJIAN PROVINCE ELECTRIC POWER CO., LTD. NANPING ELECTRIC POWER
INDUSTRY BUREAU

AND

SHAOWU CITY JINWEI HYDROELECTRIC CO., LTD.

GRID CONNECTION AND DISPATCHING AGREEMENT

FOR

JINWEI HYDROPOWER STATION

December 2010

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CONTENTS

|               |                                                                  |   
|-------------- | ---------------------------------------------------------------- | --
|Chapter I      | Definitions
 and interpretations                                 | 3 
|               |                                                                  |   
|Chapter II     | Representations
 by the parties                                  | 6 
|               |                                                                  |   
|Chapter III    | Obligations
 of the parties                                      | 6 
|               |                                                                  |   
|Chapter IV     | Conditions
 for Grid Connection                                  | 9 
|               |                                                                  |   
|Chapter V      | Connection
 Application and Acceptance                           | 11
|               |                                                                  |   
|Chapter VI     | Grid
 connection and dispatching during the commissioning period | 13
|               |                                                                  |   
|Chapter VII    | Operation under Dispatching                                      | 14
|               |                                                                  |   
|Chapter
 VIII  | Equipment overhaul and Maintenance                               | 17
|               |                                                                  |   
|Chapter IX     | Power
 Generation plan                                           | 18
|               |                                                                  |   
|Chapter X      | Reservoir
 dispatching                                           | 19
|               |                                                                  |   
|Chapter XI     | Relay
 Protection and Automatic Safety Devices                   | 21
|               |                                                                  |   
|Chapter XII    | Dispatching Automation                                           | 24
|               |                                                                  |   
|Chapter
 XIII  | Dispatching Communication                                        | 26
|               |                                                                  |   
|Chapter XIV    | Accident management and Investigation                            | 28
|               |                                                                  |   
|Chapter XV     | Force Majeure                                                    | 29
|               |                                                                  |   
|Chapter XVI    | Liabilities for Breach of contract                               | 30
|               |                                                                  |   
|Chapter
 XVII  | Effectiveness and valid Term                                     | 33
|               |                                                                  |   
|Chapter
 XVIII | Modification, Assignment and Termination of
 this Agreement      | 33
|               |                                                                  |   
|Chapter XIX    | Dispute resolution                                               | 33
|               |                                                                  |   
|Chapter XX     | Applicable Law                                                   | 34
|               |                                                                  |   
|Chapter XXI    | Miscellaneous                                                    | 34
|               |                                                                  |   
|Appendix I     | Diagram for
 Connection Points                                   | 37
|               |                                                                  |   
|Appendix II    | Technical Parameters for the power plant                         | 38
|               |                                                                  |   
|Appendix
 III  | Division of Dispatching Range of power
 plant Equipments         | 39

2

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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: Fujian Province Electric Power Co., Ltd. Nanping Electric Power
Industry Bureau,a power grid operation enterprise registered and
established with the Fujian Province Nanping Administration for Industry
and Commerce, having procured the Power Supply Business Permit (permit number:
3041908-00065) issued by State Electricity Regulatory Commission, with the tax
registration number of 350702680854420, its registered address at No.211,
Bayi Road, Nanping City, Fujian Province and the legal representative of
which is Wu Yue Bin.

Party B: Shaowu City Jinwei Hydroelectric Co., Ltd,a power generation
enterprise with the legal entity status, which was registered and established
with the Administration for Industry and Commerce of Fujian Province,
having procured the Power Generation Business Permit for the power plant
(units) referred to in this Agreement (permit number: 104191001046)
issued by the power regulatory commission/bureau, with the tax registration
number of 350781751361288 (State Tax), its registered address at Gaofang
Village, Weimin Town, Shaowu City and the legal representative of which is Lin
Zhong Hui.

WHEREAS:

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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 constructing, owning and
 operating the Jinwei Hydropower Station (hereinafter referred to as the Power Plant) with a total installed
 capacity of 16 MW at Weimin Township, Shaowu City, and agrees to
 connect the Power Plant to the power grid of Party A pursuant to the
 provisions of this Agreement.                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | In order to ensure the safety, high quality
 and economic operation of the electric power system, regulate the dispatching
 of power grids and grid-connected operations, and protect the legal rights
 and interests of both Parties, on the principles 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 Nanping Dispatching Agency, an
 agency in charge of organizing, commanding, instructing and coordinating the
 operation of the electric power system pursuant to applicable laws, which is
 subordinated to Party A.                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                               
|1.1.2 | Power
Plant refers to the power generation facility with all auxiliary
facilities stretching to the property demarcation point with the total
installed capacity of 16MW (with two (2) units, No. 1 unit of 8MW, No. 2 unit
of 8 MW, the detailed technical parameters please refer to Appendix II)1,
which is constructed, owned, managed and operated by Party B and located in
Weimin Town, Shaowu City, Fujian Province.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                               
|1.1.3 | Connection
 Points refer to the interconnection points connecting the Power
 Plant and the power grid (please refer to Appendix I).                                                                                                                                                                                                                                                                                         

- 3 / 39 -

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|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 the systematic way of connecting the Power Plant
 (units) to the power grid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.1.7  | AVC: Automatic Voltage Control                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.1.8  | RTU: Remote Terminal Unit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.1.9  | Disconnection
 specially refers to under this Agreement the interruption of electric
 connection between the power grid and the power generation equipments which
 are operating connected to the power grid.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.1.10 | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.1.11 | Unit
 Available Capacity refers to the output of the units modified at
 any time due to the restrictions of equipment conditions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.1.12 | Planned
 Outage refers to the status of the units of the 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 and the elimination of defects during off-break period
 and the shutdown reserve required by the dispatching center, etc.                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.1.13 | 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.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.1.14 | Forced
 Outage refers to the Categories 1, 2 and 3 of Unplanned Outage
 set forth in Article 1.1.14.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.1.15 | Equivalent
 Unit Derated Hours refers to the outage hours which are converted
 from derated hours and calculated by the maximum capacity on the nameplate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.1.16 | Equivalent
 Unplanned Outage Hours refers to the sum of Unplanned Outage
 hours and unplanned Equivalent Unit Derated Hours.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.1.17 | Annual
 Allowable Planned Outage Hours refers to the allowable hours for
 Planned Outage 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 grid-connected generation units. 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.                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.1.18 | Annual
 Allowable Equivalent Unplanned Outage Hours refers to the
 allowable hours for Equivalent Unplanned Outage 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 grid-connected generation
 units. In this Agreement, it only refers to the Unplanned                                                                                                                                                                                                                 

4

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|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       | 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.                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|1.1.19 | Daily
 Power Generation Dispatching Plan Curve refers to the curve
 worked out by the county dispatching on a daily basis to determine the power
 generation output of the Power Plant for each period of time of the next day.                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|1.1.20 | 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 amount,
 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.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|1.1.21 | Dispatching
 Code for Electric Power System refers to the codes which are
 formulated in accordance with the Administration Regulations on the Dispatching of
 Power Grids, the national standards and the electric power
 industry standards and regulate the dispatching and operation of the electric
 power system of this area.                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|1.1.22 | Party
 As Reason refers to the requirements of Party A or liabilities
 attributed to Party A, including the liabilities which should be borne by
 Party A for the enlargement of accident due to Party As failure to perform
 relevant national regulations and standards, etc.                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|1.1.23 | 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 due to Party Bs failure to perform
 relevant national regulations and standards, etc.                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|1.1.24 | 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.                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|1.1.25 | 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.                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|1.1.26 | Direct
 Economic Loss refers to expenses in connection with
 spares and parts, materials replacement, man power and transportation. In the
 event that equipment is damaged and cannot be restored, then the loss shall
 be equal to the price to purchase a same type equipment.                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

5

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Chapter II Representations by the parties

|    |                                                                                                                                                                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | Any Party
 hereby represents to the other Party that:                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                
|2.1 | It is an enterprise that has been duly established and validly and
 legally in existence 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 Parties
 shall abide by the national laws, regulations and the standards for the
 electric power industry, as well as relevant policies, rules and measures
 formulated and enacted by the electric power administrative department of the
 state and Fujian province, in respect to the capital construction, operation,
 maintenance, dispatching and management: 
|    |                                                                                                                                                                                                                                                                                                                                                                         
|    | The Parties
 shall abide by the technical specification, codes, rules and measures on
 operation and management and other normative documents formulated by the
 State, Huadong Grid Corporation, Fujian Province Electric Power Co., Ltd. or
 by Party A for ensuring the safe and stable operation of the power grid.
 Currently the said normative documents include:
|    |                                                                                                                                                                                                                                                                                                                                                                         
|    | (1)                                                                                                                                                                                                                                                                                                                                                                      | Dispatching
 Code for Electric Power System of Fujian Province (hereinafter Dispatching
 Code);                                  
|    |                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                    
|    | (2)                                                                                                                                                                                                                                                                                                                                                                      | Safe and
 Stable Operation Codes for Power System of Fujian Province                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                    
|    | (3)                                                                                                                                                                                                                                                                                                                                                                      | Operational
 Rules for Relay Protection and Automatic Safety Device of Fujian Power System.                                        
|    |                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                    
|    | (4)                                                                                                                                                                                                                                                                                                                                                                      | Implementation
 Rules for Accident Prevention Key Measures on Relay Protection and Automatic
 Safety Device of Fujian Power System.
|    |                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                    
|    | (5)                                                                                                                                                                                                                                                                                                                                                                      | Implementation
 Rules for Technology Supervision on Relay Protection and Automatic Safety
 Device of Fujian Power System.          
|    |                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                    
|    | (6)                                                                                                                                                                                                                                                                                                                                                                      | Administrative
 Measures on Acceptance of the New Relay Protection Equipment Put into
 Operation of Fujian Power System.           
|    |                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                    
|    | (7)                                                                                                                                                                                                                                                                                                                                                                      | Administrative
 Rules for Setting Calculation of Relay Protection of Fujian Power System.                                          
|    |                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                    
|    | (8)                                                                                                                                                                                                                                                                                                                                                                      | Secondary
 System Ground Connection Plan for Relay Protection of Fujian Power System.                                              
|    |                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                    
|    | (9)                                                                                                                                                                                                                                                                                                                                                                      | Communication
 Management Codes of Fujian Power System.                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                    
|    | (10)                                                                                                                                                                                                                                                                                                                                                                     | Rules on
 Communication Dispatching Management of Fujian Power System                                                              

6

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| |      |                                                                                                              
| | ---- | -------------------------------------------------------------------------------------------------------------
| | (11) | Rules on
 Statistics, Appraisal and Rating on Communication Operation of Fujian Power
 System.               
| |      |                                                                                                              
| | (12) | Acceptance
 Standard of Standard Communication Station of Fujian Power System.                               
| |      |                                                                                                              
| | (13) | Administrative
 Rules on Anti-lightening Operation of Communication Station of Fujian Power
 System.         
| |      |                                                                                                              
| | (14) | Operation
 and Management Codes for Optical Communication of Fujian Power System.                            
| |      |                                                                                                              
| | (15) | Operation
 and Management Codes for Digital Microwave Communication of Fujian Power
 System.                 
| |      |                                                                                                              
| | (16) | Operation
 and Management Codes for Carrier Communication of Fujian Power System.                            
| |      |                                                                                                              
| | (17) | Interim
 Operation and Management Codes for Automatic Switching Network of Fujian
 Power System.             
| |      |                                                                                                              
| | (18) | Operation
 and Management Codes for Digital Network of Fujian Power System                                   
| |      |                                                                                                              
| | (19) | Administrative
 Measures on Communication Network of Fujian Power Communication System.                      
| |      |                                                                                                              
| | (20) | Administrative
 Measures on Unwatched Communication Station of Communication Network of
 Fujian Power System.
| |      |                                                                                                              
| | (21) | Dispatching
 Codes for Grid Operation Management of Fujian Province                                          
| |      |                                                                                                              
| | (22) | Anti-accident
 Measures for Grid of Fujian Province Electric Power Co., Ltd                                  
| |      |                                                                                                              
| | (23) | Dispatching
 Codes for Grid of Nanping Power Supply Area                                                     
| |      |                                                                                                              
| | (24) | Technical
 Instructions for Voltage and Reactive Power of Power System                                       
| |      |                                                                                                              
| | (25) | Interim
 Rules on Automatic Water Dispatching of Grid of Fujian Province                                     

|      |                                                                                                                                                                                                                                                                                                                                                                                                   
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | During the performance of this Agreement,
 if there is any modification to the said procedures, rules and measures, then
 the modified procedures, rules and measures shall be applied.                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                   
|3.2   | Unless otherwise specifically provided in
 this Agreement, Party A is obliged to perform the following obligations as
 well:                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                   
|3.2.1 | Party A shall uniformly dispatch the power
 grid within its jurisdiction strictly according to the law, regulations,
 rules, standards, procedures, codes and measures as prescribed in Article
 3.1, to embody the principles of fairness, justness, publicity, economy and
 rationality. The dispatching jurisdiction is set out in Appendix III.                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                   
|3.2.2 | Party A shall be responsible for the
 operation, management, maintenance, repair, technical renovation of relevant
 grid equipments and facilities, so as to satisfy the normal operation
 requirements of the grid and the Power Plant.                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                   
|3.2.3 | Party A shall reasonably arrange the
 dispatching in light of the provisions of the Power Purchase and Sale
 Contract having regard to the actual operation situation of the grid and
 water conditions of the Power Plant. Party A shall compile and provide Party
 B with Daily Power Generation Dispatching Plan Curve and reactive power
 output curve (or voltage curve) in a timely fashion.
|      |                                                                                                                                                                                                                                                                                                                                                                                                   
|3.2.4 | Party A shall uniformly arrange the power
 generation, pressure regulating, back-up, etc. of the power plants, to
 satisfy the needs for safe and stable operation of its governed power grid
 and qualified electric energy.                                                                                                                                                                     

7

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|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2.5  | Party A shall take measures to prevent any
 accidents which may impair the safe operation of its governed power system,
 shall organize all kinds of special and professional safety inspections on
 the security of the power grid and shall formulate the anti-accident measures
 for its own needs. Where there is any accident occurs to the major equipment
 of the power plant, which affects the safe and stable operation of the power
 grid, Party A is entitled to participate in the investigation in and analysis
 on such accidents.                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.2.6  | Party A shall timely and reasonably arrange
 the overhaul on the power plant according to the Dispatching Code, the
 overhaul code and the defect development trends of the power plant equipment
 under non-emergencies brought forward by Party B and the actual operation
 situation of its governed power grid.                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.2.7  | Party A shall support and assist Party B to
 conduct the technical renovation or parameter adjustment on relevant
 equipment; and shall provide guidance and coordination to Party B in respect
 to the dispatching as well as operation and management in relation to its
 governed power grid; shall provide guidance and coordination for Party Bs
 operation in respect to electric equipment, relay protection, automatic
 safety device, field system and speed control system, power dispatching
 communication, dispatching automation and other special fields in connection
 with the safe operation of its governed power grid; and shall conduct
 statistics appraisal on the operation situation of the power plants
 equipment according to relevant rules.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.2.8  | Party A shall timely notify Party B of any
 information relevant to Party B in connection with the defect of the major
 equipment of the power grid and the transmission passage capacity of the
 power plant; and Party A shall periodically disclose to Party B relevant
 power dispatching information.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.2.9  | Party A shall go through procedures and
 amend applicable codes and rules in a timely manner according to the
 requisites of operation of power system and characters of Party Bs
 equipment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.2.10 | Party A shall provide Party B with relevant
 codes, rules, implementation rules and other normative documents on the
 technical management agreed by Party A and Party B as provided in Article
 3.1. If there is any modification to the said documents, Party A shall timely
 provide the modified documents to Party B.                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.2.11 | Party A shall provide professional
 technical training for on-duty operating staff of Party B.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.2.12 | Party A shall assist Party B to conduct the
 investigation in any accidents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.3    | Unless otherwise specifically provided in
 this Agreement, Party B is obliged to perform the following obligations as
 well:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.3.1  | Party B shall conform to the unified
 dispatching of Power Dispatching Agency and properly organize the production
 activity of the Power Plant; and shall strictly abided by the Dispatching
 Code and the dispatching orders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.3.2  | Party B shall formulate the on-site
 operation code which shall be consistent with Party As power system codes
 and rules and shall report it to Party A for record.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.3.3  | Party B shall provide the overhaul plan and
 proposal on the power plant equipment according to the requirement of Power
 Dispatching Agency and shall implement the approved overhaul plan and well
 conduct other equipment examination and maintenance work.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.3.4  | Party B shall timely conduct the technical
 renovation or parameter adjustment on the equipment for its own needs and
 shall report it to Party A for recordation (if in relation to the power grid
 safety, Party B shall report it to Party A for approval).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.3.5  | Party B shall take measures to prevent any
 accidents which may impair the safe operation of the power system. Party B
 shall assist Party A to conduct all kinds of special and professional safety
 inspections on the security of the power grid and to carry forward all                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

8

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|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       | precautionary measures raised during the
 inspection. Where Power Dispatching Agency raises any specific anti-accident
 measures or other requirements on the power system safety, Party B shall
 implement such measures and conduct the operation and maintenance according
 to such requirements. Party B shall report relevant documents on security
 measures to Power Dispatching Agency for recordation and shall participate in
 the joint anti-accidents rehearsal organized by Power Dispatching Agency.     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.3.6  | Where there is any material defect or
 hidden danger in the major equipment of the power plant, Party B shall timely
 handle it according to the power industry standards and the Dispatching
 Code, and in the mean time shall faithfully notify Power Dispatching Agency.
 Party B shall report the result to Power Dispatching Agency after it competes
 handling such issues.                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.3.7  | Party B shall operate the plant and
 generate the power according to the Daily Power Generation Dispatching Plan
 Curve formulated by Power Dispatching Agency, shall adjust the power and
 voltage, participate in the frequency modulation and pressure regulating of
 the power grid, and shall bear the basic reserve level of the power grid and
 provide other basis auxiliary services according to the dispatching order
 issued by Power Dispatching Agency.                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.3.8  | Party B shall timely and accurately provide
 the operation status and production information of the power plant equipment
 to Power Dispatching Agency according to the requirements of Power
 Dispatching Agency on relevant documents as provided in Article 3.1,
 including the water situation, statements, etc. Party B shall ensure the
 accuracy of the information it provides.                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.3.9  | Party B shall provide full support and
 assistance to Party A for Party As participation in relevant accident
 investigation and analysis.                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.3.10 | During the effective term of this
 Agreement, if Party A requires the power plant to add new equipment or device
 or to conduct anti-accident measures or technical renovation, etc. due to the
 needs of safe and stable operation of the power grid or due to other
 requirements on the power plant, then Party B shall be responsible for
 implementing such requirements and conducting the operation and maintenance
 according such requirements of Power Dispatching Agency, and shall bear the
 related costs.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.3.11 | The monitoring and control system of Party
 B is able to function with AVC close-loop control system of SCADA system of
 Power Dispatching Agency when and if Nanping Grid is qualified.                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.3.12 | Party B shall participate the professional
 conference, anti-accident rehearsal and technical training organized by Power
 Dispatching Agency, and shall accept Party As centralized management and
 supervision over the operation dispatching, system stability, relay protection,
 communication, automation, reservoir regulation and other technical aspects
 of the power plant which are in relation to the power grid dispatching.                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.3.13 | Party B shall provide on-site technical
 training to Party As dispatching operator on duty.                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.3.14 | Party B shall accept Party As work
 guidance and coordination in accordance with Article 3.2.7 and shall
 equipment with relevant personnel on technical and overhaul management to
 assist Party As work.                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.3.15 | Party B shall participate in the modern
 information management and establish corresponding system at its own cost.                                                                                                                                                                                                                                                                                                                                                                                                    

Chapter IV Conditions for Grid Connection

|4.1 | The primary and secondary equipments of
 Party B shall conform to the national standards, the electric power industry
 standards, grid operation rules, and Guidelines on Dispatching Service of
 Fujian On-grid Power Plants, 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
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

9

---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | adjusted as compatible (the parameters
 setting requirements relating to the power grid shall be provided by the
 dispatching center), equipment settings have been set in accordance with the
 requirements of the dispatching and management range division, and all
 conditions for being connected to the power grid of Party A and accepting the
 unified dispatching by the dispatching center 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 standards, the 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 pursuant to
 the requirements of the Administrative Measures on the Commissioning
 Acceptance forRelayProtection New Facilities of Electric Power System
 of Fujian Province and satisfy all conditions for synchronous
 operation, and comply with the relevant provisions of Chapter XI hereof.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.3 | The dispatching automation facilities of
 the Power Plant, including the units AGC/AVC, the computer monitoring system
 and electric power metering devices, etc., shall conform to the national
 standards, the 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 infrastructure construction procedures of the State,
 comply with the relevant provisions of Chapter XII hereof, and satisfy the
 conditions for synchronous operation (Units AVC shall be put into operation
 when Nanping Grid is qualified.).     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.4 | The power dispatching communication
 facilities of the Power Plant shall conform to the national standards, the
 electric power industry standard 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, and comply with
 the relevant provisions of Chapter XIII hereof.                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.5 | 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 Commission), the secondary system of
 the Power Plant shall be protected by safety precautionary measures, and
 approved by the dispatching center to be qualified for operation.                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.6 | The operation and repair rules of the Power
 Plant are complete and relevant management systems are complete. Those rules
 involving grid safety shall be in compliance with the grid safety management
 provisions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.7 | The denominations and numbers for the
 equipments of the Power Plant shall be given in accordance with the
 dispatching and management range principle. The denominations and numbers
 released by the dispatching center for the equipments within the jurisdiction
 of the dispatching center have been marked up at eye-catching places on the
 respective electric equipments so as the on-duty operators of the Power Plant
 may clearly define the electric equipments to be operated.                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|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 conjunction with the operation of Party B shall
 conform to the national standards, the 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 the relevant parameters reasonably compatible,
 the settings of such equipments being set as required and readily available
 for the Power Plant to be connected.                                                                           

10

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.10 | Both Parties have worked out relevant
 counter-accident measures against possible Emergencies after the grid
 connection of the Power Plant, and such measures shall be filed with the
 Power Dispatching Agency.                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4.11 | As for those new equipments which have not
 been handed over completed due to insufficient materials or which fail to
 meet the safety or economic qualifications for independent operation or which
 cannot meet the dispatching communication and power grid automation
 requirements, the Power Dispatching Agency shall, after issuing rectification
 opinion, be entitled to refuse to approve such units to be put into
 commissioning operation.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4.12 | On-grid power plants shall not have direct
 power supply area, otherwise the Power Dispatching Agencyshall
 have the right to decline the on-grid operation of the such power plant. In
 case the state issue any trial implementation of direct power supply by power
 plants, both Parties shall separately negotiate.                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4.13 | The Power Plant shall install
 high-frequency cutting machine equipments. When the system frequency is
 bigger than the set figures, then the export switch of generators shall be
 required to trip. The set figures of cutting machines are provided by Power
 Dispatching Agency.                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4.14 | In order to ensure safe, stable, economical
 and high-quality operation of the grid, in case primary or secondary equipments
 of the Power Plant need to be newly built or upgraded pursuant to the
 requirement of the uniform technical standards, planning and design, Party B
 shall carry out it in accordance with the design scheme confirmed by Party A.
 The equipments beside the Power Plant shall be operated and maintained by
 Party B.  

Chapter V Connection Application and Acceptance

|      |                                                                                                                                                                                                                                                                                                                                                                                                                             
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5.1   | Party B shall apply to Party A for the grid
 connection of its Power Plant, and shall be connected to the grid through a
 method as required upon the acceptance of Party A.                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                             
|5.2   | Connection Application                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                             
|      | Party B shall submit a connection
 application to Party A ninety (90) days prior to the Initial Connection Date
 of the Power Plant (units) which shall include the scope of the facilities to
 be connected, the basic conditions, the acceptance results, the commissioning
 schedule and plan for the Power Plant (units) to be connected, etc.,
 and shall be attached with all documents set out in Article 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 twenty (20)days after the receipt of such
 application from Party B.                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                             
|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 to confirm, but shall notify Party B in written
 form of the reasons for such refusal to confirm within ten (10) 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 twenty (20) 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                                                                                                                              

11

---



| |                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------
| | related to the Power Plant and the settings
 (or limits) for the relay protection and automatic safety devices of the
 Power Plant related to the power grid.

|      |                                                                                                                                                                                                                                                                                                                  
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5.4.2 | Party A shall provide to Party B with the
 name list of liaison staff (including staff authorized to issue dispatching
 instructions, staff in charge of operation modes, relay protection staff,
 automation staff, communication staff, and reservoir dispatching staff) and
 contact details.                 
|      |                                                                                                                                                                                                                                                                                                                  
|5.4.3 | Party B shall, within thirty (30) days
 after the receipt of the confirmation notice, submit the grid connection
 commissioning items and plans to Party A according to its requirements, and
 negotiate with the dispatching center to determine the specific timing and
 procedures for the initial connection.
|      |                                                                                                                                                                                                                                                                                                                  
|5.4.4 | Party A shall make a written confirmation
 of the grid connection commissioning items and plans of the units submitted
 by Party B two (2) business days prior to the Initial Connection Date of the
 Power Plant.                                                                                               
|      |                                                                                                                                                                                                                                                                                                                  
|5.5   | When submitting the connection application,
 Party B shall provide Party A with accurate materials in Chinese (the
 parameters required to be actually measured during the startup process of the
 grid connection may be submitted within five (5) days after the grid connection
 of the units), including:    

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | The
 technical specifications, technical parameters and actually 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), instruction manuals and trip models 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 range of power
 dispatching. The equipments technical parameters required for calculating
 the settings of the system protection of Party A, the over-excitation
 character curve for the transformer of power generator of 300MW and above,
 the allowable high and low frequency limits for the units,etc.,
 and the machines and equipments account (which could be filled out and
 submitted in DMIS system) for the relay protection and safety automatic
 protection and other equipments within Party Bs Power Plant.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (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 specifications, technical parameters and measured parameters of
 other main equipments related to the grid operation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (6) | Field
 operation codes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (7) | Primary
 electric wiring diagrams.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (8) | The
 start-up and shutdown curves and the load increasing and decreasing rate of
 the units, relevant parameters and materials concerning primary frequency.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

12

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| |      |                                                                                                                                                                                          
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (9)  | Measures to
 ensure the electric power utility of the Power Plant.                                                                                                                       
| |      |                                                                                                                                                                                          
| | (10) | The units
 commissioning plans, and star-tup commissioning schemes for the step-up
 substation and the units.                                                                            
| |      |                                                                                                                                                                                          
| | (11) | 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.
| |      |                                                                                                                                                                                          
| | (12) | Name lists
 and contact details for the professional staff in the fields of operation
 mode, relay protection, automation, communication, and reservoir dispatching.                     

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, and abide by
 the operational codes and specifications of the electric power system and
 comply 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 item2 in
 accordance 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 by reference to the
 actual operating conditions of the power grid.                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|6.2.1 | The Power
 Plant during the grid-connected commissioning period shall be incorporated
 into the formal dispatching range, and shall be managed 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 operating 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 two (2) business days prior to the start
 of commissioning.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|6.2.3 | Through
 consultations and agreement with 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 managements and
 the specific                                                                                                                                                                                                                                                                                                      

|                                                                                                             |  | 
|------------------------------------------------------------------------------------------------------------ |  | 
|                                                                                                             | 
|2 Subject
 to the approval of the dispatching center, one-time application and filing is acceptable as well.

13

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | measures to handle Emergencies, and ensure
 the safety of the electric power system and equipments. In case of any
 Emergencies occurred to the power grid, the dispatching center shall be
 entitled to adjust the operation mode and the power generation plan for the
 Power Plant to the extent of disconnecting the Power Plant from the power
 grid.                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.4 | Party B shall conduct various performance
 tests or appraisals on the power plants generator set in accordance with the
 power industry standards, the power grid operation codes, and other
 regulations enacted by the state and Fujian power administrative departments.
 If the said performance tests or appraisals may affect the normal operation
 of the power grid, then such performance tests or appraisals can be
 implemented only after being approved by Power Dispatching Agency.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.5 | During the commissioning, the operation or
 withdrawal of the equipment dispatched by Party A shall be conducted strictly
 in accordance with the commissioning and dispatching scheme issued by Power
 Dispatching Agency. If Party B fails to operate or withdraw the equipment
 according to the said scheme, then it shall bear the liabilities for breach
 of contract according to Chapter XVI of this Agreement.                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.6 | After completing the test on each generator
 set and completing compiling relevant data, Party B shall submit relevant and
 necessary test data to Power Dispatching Agency. After setting up the new
 generator set, Party B shall provide the in-plant equipment as-built drawings
 required for the power grid dispatching to Power Dispatching Agency.                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.7 | Party B shall arrange commissioning
 start-up test of the Power Plant in accordance with applicable State
 standards, including tests related to grid operation.                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.8 | After the power plant completes its
 start-up and trial operation, the Power Plant shall put the equipment (which
 is installed according to the requirements of the design and the power grid)
 into normal operation and shall go through the inspection and acceptance procedures
 of Party A. The generator set can be put into commercial operation only after
 it has been accepted.                                                                                                        

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 must not refuse or delay the implementation with any
 excuse. In case that implementing a dispatching instruction may endanger the
 staff or equipments, the on-duty operators of 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 or not to continue such implementation.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|7.1.2 | As for those equipments within the range 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 be responsible for
 the accuracy and promptness of implementing 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.                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|7.1.4 | The Power Plant shall ensure that there are
 sufficient operators to communicate with the Power Dispatching Agency and
 follow dispatching instructions from the Power Dispatching Agency.                                                                                                                                                                                                                                                                                                                                                                                            

14

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 normal operation,
 the on-duty dispatchers have the right to make appropriate adjustment to the
 Daily Power Generation Dispatching Plan Curve according to the actual
 operating conditions of the power grid, and such adjustment 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, the Power Plant may, according to
 the regulations of the Dispatching Code for Electric Power 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 in advance upon going through
 specified procedures and revise relevant plans. In the event that the
 equipments need an urgent outage, the Power Dispatching Agency shall make a
 prompt reply judging from the actual conditions. The Power Plant shall follow
 the final approval from the Power Dispatching Agency.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|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 the power grid structure, the grid operation requirements and the
 electric technical conditions of the Power Plant, arrange the Power Plant to
 be involved in the peak regulation, frequency modulation, voltage regulation
 and standby of the electric power system in a safe, high quality and economic
 manner.                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|7.4.1 | Peak Regulation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      | The Power Plant shall participate in the
 peak regulation of the electric power system in accordance with relevant
 regulations, standards of the State and the unit ability. The range of the
 peak regulation shall reach relevant regulations and standards of the State.
 The regulation range for normal operations and accidents please refer to
 Appendix II.                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|7.4.2 | Frequency Modulation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      | The Power Plant shall participate in the
 frequency modulation of the power grid. The dispatching center may, according
 to the actual conditions of the power grid, arrange the Power Plant to be the
 modulation plant of the power grid and to carry out operation in accordance
 with the curve released by the dispatching center. The Power Plant must
 comply with the dispatching instructions and maintain the grid frequency
 within the scope prescribed by the Dispatching Code.                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|7.4.3 | Voltage Regulation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | The voltage test point of the Fujian power
 grid is 35KV busbar. Power Dispatching Agency shall provide the maximum
 and minimum voltage curves of the voltage test point to the power plant. The
 power plant shall monitor and adjust the voltage at the test point under the
 operation of the generator set according to the Dispatching Codes to ensure
 the monthly pass-rate of the voltage at the test point reaching 100%.                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | During the operation, in the event that the
 units have lost the ability of reactive adjustment (or have reached the
 operation limitation), or the voltage at the testing point has deviated from
 the quality limit, the Power Plant shall immediately inform the dispatching
 center, and the dispatcher of the dispatching center shall take relevant
 measures to maintain the voltage at the testing point within the quality
 limit. Under the premise of controlling the voltage at the testing point of
 the Power Plant within the quality limit, if the power grid requires reactive
 optimization, the Power Plant shall make adjustment according to the reactive
 load released by the dispatching center.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Subject to the needs of adjusting and
 controlling safety operation of the power grid, the units of the Power Plant
 must be equipped with AVC and shall be put into operation according to the
 dispatching instructions of the dispatching center.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

15

---



|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                        
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|7.4.4 | Standby                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      | If required by the Power Dispatching
 Agency, the Power Plant shall leave a proportional rotary standby volume. In
 the event that the rotary standby volume cannot meet the requirements of the
 Power Dispatching Agency, the Power Plant shall immediately report to the
 on-duty dispatchers of the Power Dispatching Agency.                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|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 five (5) 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 five (5) days in advance
 and implement the plan which has been determined through consultation.                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7.7   | The Power Dispatching Agency shall consult
 with the grid-connected Power Plant to convene grid-plants 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.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7.8   | Both Parties shall exchange the name lists
 of on-duty staff in written form and notify any alteration thereof promptly.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7.9   | The Power Plant shall keep daily field
 operation records, recording the actual power generated for every hour, the
 operating conditions for all equipments, the planned and unplanned power cut
 and any abnormal condition during the overhaul period. The date and time (the
 time shall be in twenty-four hour format) for each record shall be clearly
 listed out on the records and such materials shall be provided at proper time
 after being required by the dispatching center. The operation records of the
 Power Plant shall be kept for record in accordance with the requirements of
 archive management.                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7.10  | The power plant shall strictly follow
 Nanping power-grid dispatching discipline. If any of the following events
 occurs, then it shall be deemed to breach the dispatching discipline:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | It modifies the status of the primary and
 secondary equipment which is within the jurisdiction of the dispatching
 department, modifies the settling values of the security and stability
 control devices related to the safe and stable operation of the power grid
 and the settling values of the power plants AVC device and other automatic
 safety devices, without the consent of the dispatching department.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                        
|      | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | It does not implement or fully implement the
 dispatching orders.                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                        
|      | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | It does not faithfully report the
 implementation of the dispatching orders and other actual status of the power
 plants equipment (such as generator, water turbine, electric equipment,
 etc.) and other facilities.                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                        
|      | (4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | The operator on duty or the chief operator
 leaves its operating post for some reasons without appointing its successor
 and delays to implement the dispatching orders.                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                        
|      | (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | It does not implement or fully implement
 the safeguarding measures on the safe operation of the power grid issued by
 the Local Dispatching (except the situation it timely provides relevant
 explanations).                                                                                                                                                                                                         

16

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|     |                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                          
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (6)                                                                                                                                                                                                                                                                                         | In case of any accident occurring to the
 equipment governed by the dispatching, it fails to report the accident to the
 dispatching department within 3 minutes (it shall at least first report the
 trip-off situation, may then report the details after checking out the
 accidents).
|     |                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                          
|     | (7)                                                                                                                                                                                                                                                                                         | In case of any malfunction or overloading
 occurring to the equipment governed by the dispatching, it fails to report it
 within 5 minutes.                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                          
|     | (8)                                                                                                                                                                                                                                                                                         | In case of any mal-operation accident
 occurring to the equipment governed by the dispatching range, it fails to
 report it to the dispatching department within 1 hour or it falsely reports
 it.                                                                                       
|     |                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                          
|     | (9)                                                                                                                                                                                                                                                                                         | The frequency modulation plant designated
 by the power grid fails to perform the frequency modulation duty according to
 the dispatching codes.                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                          
|7.11 | The power plants networking circuit trips
 off due to malfunction (except the force majeure events or the reasons not
 ascribed to the power plant) and causes the working generator set forced to
 outage. The occurrence of the said accident shall not exceed more than once
 per year.

Chapter VIII Equipment
overhaul and Maintenance

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|8.1 | The annual overhaul and maintenance plan
 for the Power Plant shall be reported according to relevant rules of Party A.
 After the assessment and approval, Party A shall issue an annual overhaul
 plan for the equipments within dispatching range to the Power Plant. The
 Power Plant shall make preliminary preparations for the overhaul of
 equipments in accordance with the annual overhaul plan and make sure the
 overhaul of equipments will be completed as scheduled.                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|8.2 | The Power Plant shall submit the overhaul
 plan for the subsequent month to the dispatching center via dispatching
 overhaul management system or by facsimile according to the regulations of
 the Dispatching Code. The dispatching center shall, formulate the monthly
 dispatching plan based on the released annual (seasonal) power generation
 plan, annual overhaul plan and the monthly overhaul plan and the actual
 operating conditions of the power grid provided by the Power Plant.                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|8.3 | The Power Plant shall arrange the overhaul
 and maintenance for the equipments according to the schedule of the monthly
 dispatching plan. For any time of equipment overhaul, the Power Plant shall
 apply to the dispatching center according to the regulations of the
 Dispatching Code, and the dispatching center shall also issue a reply
 pursuant to the time limits provided in the Dispatching Code. The overhaul
 schedule and progress for the equipments of the Power Plant shall comply with
 the unified arrangement and coordination of the dispatching center.                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|8.4 | In the event that the Power Plant needs to
 launch important testing projects after the general overhaul or technology
 upgrading, it shall submit the testing plan to the dispatching center at
 least five working days prior to the grid connection, including to provide
 the equipment alteration scope, the testing items and testing procedures
 which need arrangement and the parameters for new equipments, and shall file
 a startup application in advance pursuant to the Dispatching Code. The
 dispatching center shall take such application into consideration when
 drawing up the daily dispatching plan.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|8.5 | The ending time for the overhaul of the
 units shall be calculated from the time of reconnecting the power generator
 or resuming the standby. If the overhaul period is not long enough, the Power
 Plant shall go through the formalities for extending the period, but the
 extension application shall be submitted to the Power Dispatching Agency
 before half of the approved overhaul period has elapsed.                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|8.6 | Under the following circumstances, Party B
 shall bear the liability of breach of contract toward Party A according to
 Chapter 16 of this Agreement:                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

17

---



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | The
 repeated outage of the major electric transmission and transformation
 equipment (such as circuit, switch, busbar, generator transformer, etc.)
 caused by the power plants reason.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | (2) | The planned
 overhaul period for the power plants main equipment exceeds the approved
 time period (except under the approval of the dispatching center).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | (3) | The
 application for the outage of the equipment which already put into operation,
 and under the situation that the equipment overhaul cannot be completed on
 schedule due to the power plants reason and that the power plant fails to
 apply for the extension within the time limit provided in the Dispatching
 Codes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (4) | The
 application for the outage of the equipment and applying for the extension
 for more than twice without reason (except for the force majeure).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (5) | If the
 on-site primary equipment and secondary equipment have any unusual action
 during the equipment outage period, which need to arrange relevant start-up
 work for recovering the operation of the equipment, such as arranging the
 raising voltage from zero, raising the current from zero, the total pressure
 impulsion, checking phase, and protecting vector test, etc., Party B shall
 provide the explanation on the equipment unusual action, the start-up
 proposal (which shall elaborate the required experimental items) and the
 start-up application to the dispatching department for its approval 5 working
 days in advance. Party B fails to perform the forgoing provision, and Party B
 expands its work scope on site without authorization during the equipment
 outage which results in temporarily bringing forward a start-up work when the
 equipment recovers the power transmission.
|
| | (6) | The
 overhaul cannot be conducted on schedule or the application is cancelled due
 to the power plants reason (such as inadequate organization for the
 preliminary work on the overhaul), after the Power Dispatching Agency
 approved the application on the planned equipment overhaul and after the
 dispatcher completed its equipment manipulation, except under the bad
 weather.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

Chapter IX Power Generation plan

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|9.1 | 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.                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|9.2 | As for the daily power generation plan, the
 Power Plant shall, with reference to the upstream water inflows and weather
 forecast, report to the dispatching center before 10:00 of every normal
 working day the power generation plan for the next day or for the subsequent
 three to eight days in case of holidays and vacations. The dispatching center
 shall, in view of the above and the safety constraint and power generation
 output balancing conditions, etc. of the power grid, arrange the
 power generation plan for the next day or subsequent days for the Power
 Plant.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|9.3 | As for the adjustment of daily power
 generation plan, in case of any difference between the upstream water inflows
 and the arrangement of the daily power generation plan, the Power Plant shall
 propose to revise the daily power generation plan to the dispatching center
 at least three (3) hour in advance, and only being approved by the on-duty
 dispatcher, the Power Plant may revise the plan.                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|9.4 | The Power Plant shall arrange the power
 generation in strict accordance with the Daily Power Generation Plan Curve
 released by the dispatching center. In case the dispatcher of the dispatching
 center has revised the Daily Power Generation Plan Curve, the Power Plant
 shall arrange the power generation according to the revised Daily Power
 Generation Plan Curve. The deviation between the total active power of the
 generator units of the Power Plant and the                                                                                                               

18

---



| |                                                                                               
| | ----------------------------------------------------------------------------------------------
| | Daily Power Generation Plan Curve shall not
 exceed the range of negative 10% to positive 10%.

Chapter X Reservoir dispatching

|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                         
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------
|10.1   | Characteristics and Basic Parameters of
 Reservoir                                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.1.1 | The characteristic of the reservoir
 dispatching of the power plant is: daily dispatching.                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.1.2 | Basic Parameters                                                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                         
|       | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                              | Drainage Area in Control: 4,247 square
 kilometres.                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                         
|       | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                              | Normal Impounded Level and Corresponding
 Storage Capacity: 142.5 meters and 12,250,000 cubic meters.   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                         
|       | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                              | Level of Dead Water and Corresponding
 Storage Capacity: 141.1 meters and 9,240,000 cubic meters. (None)
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                         
|       | (4)                                                                                                                                                                                                                                                                                                                                                                                                                                              | Designed Flood Level and Corresponding
 Storage Capacity: 145.2 meters.                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                         
|       | (5)                                                                                                                                                                                                                                                                                                                                                                                                                                              | Checked Flood Level and Corresponding
 Storage Capacity: 148.15 meters.                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                         
|10.1.3 | Storage Capacity                                                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                              | Total Storage Capacity: 39,420,000 cubic
 meters.                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                         
|10.1.4 | Flow Quantity                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                              | Designed Flood: 9,090 cubic meters/second                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                         
|       | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                              | Checked Flood: 13,000 cubic meters/second                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                         
|       | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                              | Maximum Flow Quantity of the Power
 Generation: 2 * 132.98 cubic meters/second                          
|      
|10.2   | Scope of Reservoir Dispatching                                                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                         
|       | Party B shall be responsible for the
 reservoir dispatching.                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.3   | Basic Requirements on the Reservoir
 Dispatching                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.3.1 | Party B shall provide the design documents,
 operation statistics documents and operation summaries of the hydraulic power
 plant to Party A according to Party As requirement.                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.3.2 | The power plant shall report its flood
 dispatching scheme to the Local Dispatching by the end of March of each year,
 and shall report the approved flood dispatching scheme, high-water season
 safety measures, and precautionary preplan on extraordinary flood to the
 Local Dispatching for recordation within 10 days. If encountering any serious
 flood or disastrous weather, Party B shall promptly report the situation to
 Party A.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.3.3 | Party B shall transmit the real-time
 operation information of the reservoir and the generator set according to
 Party As requirements.                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.3.4 | The power plant shall work out the flood
 dispatching analysis within 2 days after each flood subsides and shall report
 it to relevant department as well as the Local Dispatching. The power plant
 shall complete its annual flood control work summarization within 1 month
 after the flood season and shall report it to relevant department as well as
 the Local Dispatching.                                                           

19

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|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                 
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.3.5 | Daily Report of Reservoir Dispatching. The power plant shall report
 the reservoir water levels of lower and upper reaches at 8:00 am, the
 reservoir inflow quantity at 8:00 am, the discharge quantity at 8:00 am of
 the current day, as well as the reservoir inflow, the power discharge
 quantity, the discharge quantity, the reservoir outflow quantity, the mean
 rainfall of the drainage area, and the electricity loss from peak-shaving
 abandoned water of the previous date to the Local Dispatching, by 9:00 am of
 the current day.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.3.6 | The monthly dispatching report for reservoir. The Power Plant shall,
 before the 3rd day of each month, correctly fill in the monthly
 dispatching report and send such report by facsimile or e-mail, or send the
 original by mail to the dispatching center, the main content for which shall
 include given monthly and the yearly aggregated active and reactive actual
 power generation output (ten thousand kwh), the assessment power generation
 output (ten thousand kwh), the maximum daily power generation output (ten
 thousand kwh), the maximum output (Mw), the minimum output (Mw), the monthly
 average maximum output (Mw), the monthly average minimum output (Mw), the
 term end installed capacity (Mw), the power generation dispatching plan (ten
 thousand kwh), the term end adjustable output (Mw), the installed utilization
 hour (h), the plants utilizing electricity volume (ten thousand kwh), the
 total reservoir water inflow (ten thousand m3), the average
 reservoir water inflow (m3/s), the drainage rainfall (mm), the
 maximum rainfall (mm)/date, the maximum reservoir water inflow (m3/s)/date,
 the minimum reservoir water inflow (m3/s)/date, the maximum water
 discharge (m3/s)/date, the rain days (day), the water discard
 water days (day), the aggregated water consumption volume (ten thousand m3),
 the power generation water consumption volume (ten thousand m3),
 the discharging water volume (ten thousand m3), shipping and log
 water volume (ten thousand m3), other lost water volume (ten
 thousand m3), the average water head (m), the checking water head
 (m), the highest water level (m)/date, the lowest water level (m)/date, the
 month-end actual water level (m), the month-end checking water level (m), the
 month-end adjustable water volume (ten thousand m3), the month-end
 stored energy (ten thousand kwh), the water consumption rate (m3/kwh),
 the water utilization ratio (%), the water head proportion, the water
 discarding period power generation load ratio (%), the accuracy rate for load
 estimation (%), the value of composite factor K, the energy-saving
 electricity volume (ten thousand kwh), the total water saving volume (ten
 thousand m3), the lost electricity volume due to water discarding
 (ten thousand kwh), the average reservoir water inflow for the beginning,
 middle and end of each month (m3/s), etc
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.4   | The automatic hydrological forecasting system and water dispatching
 automation system                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.4.1 | In case of malfunctions of the automatic hydrological forecasting
 system of the Power Plant or the water dispatching automation system of the
 sub-center of the Power Plant, the Power Plant shall immediately make
 restorations and report to the dispatching center, so as to collect the real
 time rain and water conditions for the reservoir drainage and serve to
 improve the economic operation level of the Power Plant and ensure the flood
 prevention for the up and down stream of the reservoir.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.4.2 | In the event that the overhaul and equipment maintenance for the
 automatic hydrological forecasting system of the Power Plant and the water
 dispatching automation system of the sub-center of the Power Plant have
 caused the outage of the forecasting system, the approval from the
 dispatching center shall be procured.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.4.3 | The transformation and upgrading plan for the automatic hydrologic
 forecasting system of the Power Plant and the water dispatching automation
 system of the sub- center of the Power Plant shall be submitted to the
 dispatching center for examination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.5   | The determination of the liabilities for breach of contract on the
 reservoir dispatching. Where any of the following events occurs, Party B
 shall bear the liabilities for breach of contract toward Party A according to
 Chapter XVI of this Agreement:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | The power plant conducts equipment overhaul/outage to its automatic
 hydrological forecast system or conducts the renovation and upgrading to its
 sub-center system, without the prior consent of the Power Dispatching Agency.

20

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| |     |                                                                                                                                                                                                                                                                                                                                                                                              
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | The entire outage or unusual situation occurs to the automatic
 hydrological forecast system of the hydraulic power plant and Party B fails
 to timely report to the Local Dispatching and the water dispatching on such
 situation, or fails to provide written malfunction analysis to the Local
 Dispatching and the water dispatching according to relevant rules after such
 occurrence.
| |     |                                                                                                                                                                                                                                                                                                                                                                                              
| | (3) | The malfunction of the automatic hydrological forecast system of the
 hydraulic power plant which causes the interruption of the key information
 (such as the water-level of the dam, areal rainfall, reservoir inflow, etc.)
 constantly lasting more than 24 hours or accumulatively lasting 36 hours in a
 month.                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                              
| | (4) | The monthly channel patency rate or the monthly data pass-rate of the
 automatic hydrological forecast system of the hydraulic power plant is lower
 than 95%.                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                              
| | (5) | The daily statement on water situation of the hydraulic power plant
 is not filled out and reported on schedule, which occurs twice or more in a
 month.                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                              
| | (6) | The monthly statement on hydropower dispatching of the hydraulic
 power plant is not filled out and reported on schedule or has errors, which
 occurs twice or more in a year.                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                              
| | (7) | The hydraulic power plant fails to timely report to the Local
 Dispatching on its flood-discharge information during the flood period.                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                              
| | (8) | The power plant fails to fill in and report its daily reservoir
 dispatching statement on schedule, which occurs twice or more in a month;                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                              
| | (9) | The power plant fails to correctly fill in and report its monthly
 reservoir dispatching statement on schedule, which occurs twice or more in a
 year.                                                                                                                                                                                                                                       

Chapter XI Relay Protection and Automatic Safety Devices

|     |                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                        
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|11.1 | 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 and management of relay
 protection and automatic safety devices within the range of dispatching, and
 conform to the following requirements:
|     |                                                                                                                                                                                                                                                                                                                                        
|     | (1)                                                                                                                                                                                                                                                                                                                                     | Taking charge of calculation of settings and the operation of relay
 protection and automatic safety devices within the range of dispatching, and
 making analysis and assessment of the movements of the devices.                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                        
|     | (2)                                                                                                                                                                                                                                                                                                                                     | Being responsible for the commissioning and regular testing and
 maintenance of the relay protection and automatic safety devices within its
 jurisdiction, making such devices satisfy the set technical requirements and
 conform to the setting requirements of the Power Dispatching Agency, and
 keeping 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 analyze and handle 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)                                                                                                                                                                                                                                                                                                                                     | Providing instructions and assistance to the Power Plant in respect
 of the setting and operation of relevant relay protection and automatic
 safety devices, and necessary technical support.                                                                                                                                                                                         

21

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| |     |                                                                                                                                                                                    
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (6) | Strictly implementing the counter measures against accidents for
 relay protection and automatic safety devices promulgated by the State and
 relevant authorities.                
| |     |                                                                                                                                                                                    
| | (7) | Before the 20th day of each month, finishing the
 analysis report on the operation of relay protection and automatic safety
 devices for the previous month with a copy to Party B.

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|11.2 | Party B shall strictly abide by the codes and specifications
 concerning the design, operation and management of relay protection and
 automatic safety devices and relevant relay protection counter measures
 against accidents, abide by the relevant regulations of the dispatching
 center concerning the grid safe operation, take charge of operation
 management of relay protection and automatic safety devices within its
 jurisdiction, and conform to the following requirements:
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Party B must, during the period for the preliminary design of the
 Power Plant, provide the principle designing instructions for the adopted
 relay protection equipments to Party A and ensure the implementation of
 opinions proposed by Party A according to the requirements of safe operation
 of the power grid and counter measures against accidents, otherwise, Party A
 shall be entitled to reject its connection onto the grid.                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | The Local Dispatching shall issue the settling values of the in-plant
 relay protection and automation safety device which are under its
 jurisdiction. The power plant shall calculate and determine other settling
 values of the relay protection and automation safety device and the power
 plant shall report the determined setting values to the Local Dispatching for
 recordation. The boundary fixed value shall be reported to the Local
 Dispatching for recordation as well.            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Taking charge of calculation of settings and the operation of the
 relay protection and automatic safety devices belonging to the Power Plant,
 and making analysis and assessment of the running conditions of the devices
 which shall be applied to the dispatching center for filing and record.                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Taking charge of the settings of relay protection and automatic
 safety devices within the jurisdiction of the dispatching center and being
 responsible for its correctness and completeness.                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Being responsible for the commissioning and regular testing and
 maintenance of the relay protection and automatic safety devices within its
 jurisdiction, making such devices satisfy the set technical requirements and
 conform to the setting requirements, and keeping complete commissioning
 reports and records.                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 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, the settings shall be made by the dispatching
 center, and the selection of types of relevant equipments shall be subject to
 the approval of the Power Dispatching Agency.                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (7)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | In case of any change of 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 within its jurisdiction according to the requirements of the Power
 Dispatching Agency.                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (8)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | In case of any running of the relay protection and automatic safety
 devices of the Power Plant, Party B shall immediately report to relevant
 on-duty dispatcher of the Power Dispatching Agency, analyze the causes and
 take measures in accordance with the codes, and submit relevant materials to
 the Power Dispatching Agency according to the requirements. In case the power
 grid is concerned, Party B shall cooperate with Party A in assisting in
 analyzing and handling the accidents.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (9)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | In case of malfunction or defect of the relay protection and
 automatic safety devices of the Power Plant, Party B shall immediately report
 to relevant on-duty dispatcher of the Power Dispatching Agency, handle the
 accidents, analyze the causes and take                                                                                                                                                                                                                                       

22

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|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                           | measures in a timely fashion in accordance with the codes. In case
 the power grid is concerned, Party B shall submit relevant status to the
 Power Dispatching Agency in a written form.                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          
|     | (10)                                                                                                                                                                                                                                                                                                                                                                                      | Strictly implementing the counter measures against accidents for
 relay protection and automatic safety devices promulgated by the State and
 relevant authorities.                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          
|     | (11)                                                                                                                                                                                                                                                                                                                                                                                      | Before the 5th day of each month, finishing the
 analysis report on the operation of the relay protection (including line
 protection, transformer protection, generator protection and busbar
 protection, etc.) and automatic safety devices of the Power Plant for
 the previous month, and provide three (3) copies to the Power Dispatching
 Agency.
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          
|11.3 | In the event that the relay protection and automatic safety
 protection devices for the equipments belonging to the Power Plant but within
 the jurisdiction of the dispatching center (including direct dispatching and
 licensing dispatching equipments) need technological transformation, the
 relevant technological transformation plan must be examined and approved by
 Party A.
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          
|11.4 | In case of any trip of the switch of the generator units or lines of
 Party B due to the relay protection devices, the Power Plant shall submit the
 relevant default conditions of the equipments set forth below to the relay
 protection department of Party A within twenty four (24) hours, mainly including
 but not limited to:                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          
|     | (1)                                                                                                                                                                                                                                                                                                                                                                                       | The equipment turning-on condition and the operation mode of the
 primary equipment during the occurrence of such trip;                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          
|     | (2)                                                                                                                                                                                                                                                                                                                                                                                       | The signal of the visual annuciator in the supervisory control panel
 and the trip condition of the breaker;                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          
|     | (3)                                                                                                                                                                                                                                                                                                                                                                                       | Signal of face plate for the protection devices;                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          
|     | (4)                                                                                                                                                                                                                                                                                                                                                                                       | The printed report for the default of the microcomputer protection
 device;                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          
|     | (5)                                                                                                                                                                                                                                                                                                                                                                                       | The default report of the microcomputer default recorder.                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          
|11.5 | In order to improve the stability of the electric power system, both
 Parties shall upgrade and transform the equipments in a timely manner.                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                          
|     | (1)                                                                                                                                                                                                                                                                                                                                                                                       | Both Parties upgrading and transformation for the relay protection
 and automatic safety devices shall be coordinated with each other, so as to
 ensure the compatibility and consistency between the equipments of both
 Parties.                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          
|     | (2)                                                                                                                                                                                                                                                                                                                                                                                       | The equipments after transformation shall not be put into operation
 until being commissioned and passing the acceptance and being confirmed as
 qualified through specific procedures.                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          
|11.6 | Each party shall respectively designate operator responsible for
 operation of delay protection and safety automation facility, so as to ensure
 the normal operation of delay protection and safety automation facility.                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          
|11.7 | 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
 399%.                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          
|     | (2)                                                                                                                                                                                                                                                                                                                                                                                       | The accuracy rate for the running of protections with 35 kv
 399%.                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          
|     | (3)                                                                                                                                                                                                                                                                                                                                                                                       | The accuracy for the whole protection399%                                                                                                                                                                                                                                                                                                                

23

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|     |                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                         
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (4)                                                                                                                                                                                                                                                                                                        | The availability for fault recording3100%.                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                         
|     | (5)                                                                                                                                                                                                                                                                                                        | The intact rate of fault recording tele-communication3100%.                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                         
|     | (6)                                                                                                                                                                                                                                                                                                        | The service factor of automatic safety devices399%.                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                         
|     | (7)                                                                                                                                                                                                                                                                                                        | The accuracy rate for the running of automatic safety devices3100%.                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                         
|11.8 | If Party Bs operation and maitenance of the power plants relay protection
 and automation safety devices cannot meet the requirement, which results in
 the following events, then Party B shall bear the liabilities for breach of
 contract toward Party A according to Chapter XVI of this Agreement:
|     |                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                         
|     | (1)                                                                                                                                                                                                                                                                                                        | The mal-operation or the wrongful action of the relay protection and
 automation safety devices under the power plants maintenance causes
 destruction to the stability of the power grid or a vast area power cut
 (except the reasons not ascribed to the power plant).              
|     |                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                         
|     | (2)                                                                                                                                                                                                                                                                                                        | The mal-operation or the wrongful action of the relay protection and
 automation safety devices under the power plants maintenance (except the
 reasons not ascribe to the power plant), which does not cause destruction to
 the stability of the power grid or a widespread blackout.
|     |                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                         
|     | (3)                                                                                                                                                                                                                                                                                                        | The main protection and automation safety devices under the power
 plants maintenance cannot run normally; the unplanned outage of the main
 protection device lasts more than 24 hours; and the unplanned outage of the
 automation safety device lasts more than 12 hours.           

Chapter XII Dispatching Automation

|     |                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                    
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|12.1 | 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 material problems arising
 out of the operation.                                     
|     |                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                    
|     | (2)                                                                                                                                                                                                                                                                                                      | Facilitating the connection of automation signals of the Power Plant
 according to the design requirements.                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                    
|     | (3)                                                                                                                                                                                                                                                                                                      | Sending system signal to the dispatching automation system of the
 Power Plant timely and accurately.                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                    
|     | (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 investigation 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).
|     |                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                    
|12.2 | Party B shall strictly abide by the codes and specifications concerning
 the design, operation and management of the dispatching automation system,
 abide by relevant regulations formulated by the dispatching center, take
 charge of the operation and maintenance for the                          

24

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | dispatching automation equipments at the Power Plant end, and conform
 to the following requirements:                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | The telecontrol data from the Power Plant RTU or the computer
 monitoring and 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 standards or industry standards. The electric energy metering
 system shall pass the testing organized by a qualified testing agency
 recognized 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 within its jurisdiction and taking precautionary measures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Providing assistance to Party A in respect of 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 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) to
 make sure the effective isolation of the Power Plants computer monitoring
 and control system from the management information system and the office
 automation system, and the physical isolation of the dispatching special data
 network from the comprehensive information network and outside internet.                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|12.3 | Both Parties shall operate and maintain the automation equipments in
 accordance with the Dispatching Code for Electric Power System and the
 dispatching automation operation code, and shall not exit or shut down the
 equipments at random.                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|12.4 | Both Parties shall respectively designate staff to take charge of the
 operation and maintenance of the dispatching automation systems within their
 respective jurisdictions, and ensure the normal operation of the dispatching
 automation system and avoidance of enlargement of grid accident arising from
 the dispatcher failure to dispose the grid accident due to or prejudiced by
 the automation system.                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|12.5 | In the event that the equipments which belong to the Power Plant but
 within the dispatching range (including the equipments under the direct and
 licensing dispatching) of the dispatching center and the dispatching
 automation and communication equipments need technological transformation,
 the plan must be examined and approved by the dispatching center. The Power
 Plant shall submit to the dispatching center all and complete design
 materials and requisite testing data.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|12.6 | In case of any bidding for grid connection of the power generation as
 required by the national polices or governmental regulations, the Power Plant
 shall establish and utilize relevant technical support system according to
 relevant regulations, which could make the Power Plant be ready for effective
 communication with relevant system of the dispatching center.                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|12.7 | Party B shall, according to the requirements of the dispatching
 production control and management, establish relevant computer data network,
 and interconnect it to the special network for dispatching data and the
 dispatching management information network.                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|12.8 | The RTU or the computer monitoring and control system, the electric
 energy collection and transmission devices of the Power Plant shall reach the
 following main operation standards:                                                                                                                                                                                                                                                                                                      

25

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| |     |                                                                                                                   
| | --- | ------------------------------------------------------------------------------------------------------------------
| | (1) | The availability of RTU or the telecontrol station of the computer
 monitoring and control system (monthly)399.9%.
| |     |                                                                                                                   
| | (2) | The accuracy error of telemeter£0.1%.                                                                             
| |     |                                                                                                                   
| | (3) | The accuracy of tele-responding at accident: 100%.                                                                

Chapter
XIII Dispatching Communication

|     |                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                             
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|13.1 | Party A shall strictly abide by the codes and regulations concerning
 the design, operation and management of the dispatching communication system,
 take charge of the operation and maintenance of 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 command of the
 operating conditions of the dispatching communication system and coordinating
 the major problems arising out of the operation.
|     |                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                             
|     | (2)                                                                                                                                                                                                                                                                                                                                                                                                  | Taking charge of the operational maintenance of the communication
 equipments and communication lines at the dispatching end, 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 the operational
 maintenance of the dispatching communication system, and cooperating with
 Party B in respect of the investigation on accidents.                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                             
|13.2 | Party B shall strictly abide by the codes and regulations concerning
 the design, operation and management of the dispatching communication system,
 and relevant communication management regulations of the dispatching center,
 take charge of the operation and maintenance of the dispatching communication
 system at the Power Plant end, and conform to the following requirements:         
|     |                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                             
|     | (1)                                                                                                                                                                                                                                                                                                                                                                                                  | Taking charge of the operational maintenance for 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 investigation on accidents.                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                             
|13.3 | The model selections 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 Party A, and shall
 be approved by Party A.                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                             
|13.4 | In order to assure the reliability of the information transmission
 between both Parties, the interconnected transmission net of both Parties
 shall be equipped with two different and independent communication
 transmission routes (physical media) to ensure the specified dispatching and
 the transmission channel for the automation system, relay protection and
 automatic safety devices.
|     |                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                             
|13.5 | As required by the business of the power grid production dispatching,
 both Parties shall be equipped accordingly with the complete connection and
 auxiliary facilities,etc. for the systems in relation to
 data exchange, dispatching and executive exchange, communication monitoring
 and controlling, and other communication system.                                                         

26

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|13.6  | In order to ensure the influent interconnection and
 intercommunication of the communication net, the parameters of the
 communication equipment of Party B, which is connected to the electric power
 communication net of Party A, shall be approved by Party A in writing.                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|      | In the event the technical parameters for interconnection with
 communication net (such as power, bit error rate, equipment type,
 configuration, interface style) of Party B has not been approved by Party A
 in written form through consultations, Party A may refuse the relevant
 interconnection. Party B shall assume the liability for the failure of
 interconnection and intercommunication and the influence of the failure of
 interconnection and intercommunication on the production.                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|13.7  | The overhaul and outage (retirement) of the system equipment of the
 power plant or hydropower station, which is connected to the electric power
 communication interconnection net of the local and county dispatching, shall
 comply with the management regulation and examination and approval procedures
 of Party A.                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|13.8  | The system equipments of the plant and station, which are connected
 to the electric power communication interconnection net of the local and
 county dispatching, must be equipped with the corresponding staff for the
 daily operation maintenance to ensure the twenty four (24) hours available
 field maintenance for any default to the interconnected electric power lines;
 in addition, such staff shall strictly obey the electric power communication
 dispatching instructions released by the local and county dispatching and
 communication net management and maintenance cooperation.                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|13.9  | In case of any overhaul without going through any examination and
 approval procedures, or the implementation that is not complied with the
 communication dispatching directions, and the requirements of the cooperation
 for the net management and maintenance, which are due to Party Bs Reason and
 cause mistaken operation, mistaken judgment and mistaken direction of the
 communication dispatching and operation maintenance, Party B shall be
 responsible for the corresponding liabilities for the aforesaid mistakes
 which lead to the delayed settlement and overtime block of the interconnected
 communication net;                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|      | The so-called communication circuit malfunctions which influence
 the safe production of the power grid generally refers to: the communication
 means, content and mode which are indispensable for the safe production of
 the power grid, irreplaceable by temporary plans, and are sufficient to
 influence and delay the handling of the power grid accidents.                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|13.10 | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|13.11 | Both Parties shall respectively appoint staff to take charge of the
 operation and maintenance of the dispatching communication system within
 their respective jurisdictions, and ensure the normal operation of the
 dispatching communication system.                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|13.12 | Party B shall endeavor to make all relevant communication stations
 under its control comply with the standard communication station of the
 provincial electric communication net, free-willingly accept the supervision
 and inspection organized by Party A for standard communication stations, be
 entitled to participate in the amendment and revision of the criterions for
 standard communication stations, and ensure the continuous liable operation
 of the communication equipments at the plant and station end. In the
 meanwhile, Party B shall take an active part in the annual professional
 meeting for the whole provinces electric communication work.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|13.13 | Party A shall carry out the payable arrangement for the
 interconnection between the provincial electric power communication net and
 the two communication transmission net lines of Party B, which are of
 different operation modes, different wideband and different signal contents,
 on the basis of the two different communication transmission routes owned by
 Party B, and connect the corresponding signals to the provincial (local)
 dispatching agencies.                                                                                                                                                                                                      

27

---



|      |                                                                                                                                |                                                
|----- | ------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------
|13.14 | The electric power dispatching communication system at the end of
 Party B shall reach the following main operation standards:
|      |                                                                                                                                |                                                
|      | (1)                                                                                                                            | Service factor of communication circuit399.50%.
|      |                                                                                                                                |                                                
|      | (2)                                                                                                                            | Equipment service factor399.85%.               

Chapter
XIV Accident management and Investigation

|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                      
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------
|14.1   | The dispatching center and the Power Plant shall, within their
 respective jurisdiction and in accordance with 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 the handling results.                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                      
|14.2   | The equipment accidents within the dispatching range of the
 dispatching center shall be handled by strictly following the instructions of
 the on-duty dispatchers of the dispatching center (excluding those that can
 be handled without dispatching instructions as clearly specified in the field
 codes).                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                      
|14.3   | In case of any tripping or unit derated volume and other abnormal
 conditions or accidents occurred to the equipments within the dispatching
 jurisdiction of the dispatching center, the Power Plant shall strictly abide
 by the provisions of the Dispatching Code to verify the reasons for such
 abnormality or accidental tripping, report the actual conditions accurately,
 obey the directions of the dispatching center and resolve the default of the
 equipments. Otherwise, the dispatching center shall be entitled to order
 outage of relevant equipments or limit the active output of units.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                      
|14.4   | In case of breaker tripping occurred to the units or circuits of the
 Power Plant, the staff of the Power Plant shall report by telephone to the
 dispatching center and submit the following malfunction events, including but
 not limited to:                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                      
|       | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | The tripping of circuit breaker;                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                      
|       | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | The location of the circuit breaker (on/off);                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                      
|       | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | The tripping time;                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                      
|       | (4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Any information which will help to analyze the tripping reasons for
 circuit breaker;
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                      
|       | (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | The tripping times of circuit breakers due to the malfunctions;                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                      
|       | (6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | The output records from false recording devices.                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                      
|       | The staff of the Power Plant shall immediately report the
 above-mentioned events set forth in items (1), (2) and (3), the events set
 forth in items (4), (5), (6) shall be reported as soon as the preparation of
 the field is ready. In case of any abnormity of the far transmission function
 of false recording devices, the event provided in item (6) shall be provided
 within twenty-four hours to the dispatching center.                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                      
|14.5   | The dispatching center 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, operation characteristics and specific conditions of the Power
 Plant, formulate principles for accident management and specific counter
 measures against accidents, and raise specific requirements on the necessary
 measures to be taken by the Power Plant.                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                      
|14.5.1 | In case of any Emergencies that threaten the safety of the power
 grid, the on-duty dispatchers of the dispatching center 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, and disconnecting the Power Plant, etc.                                                                                                                                                                                                                            

28

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|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                            
|------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|14.5.2                   | In case that the Power Plant or any of the units has to be
 disconnected, the dispatching center shall, after the termination or remedy
 of the Emergencies, restore the connection and operation of the Power Plant
 or the unit.                                                                                                                                                                                                                                                                                                                                   
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|14.5.3                   | The dispatching center shall explain to Party B the reasons for
 disconnecting the Power Plant or the unit after the accident.                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|14.6                     | The units power generation curve (active or reactive), the voltage at
 the voltage testing point and the power on the system frequency curve or link
 line shall be subject to the data collected by the dispatching automation
 system of the dispatching center, and shall be taken as the basis for
 relevant assessment In case of any dissenting opinion concerning the data
 collected by the automation system of the dispatching center, the Power Plant
 may timely provide evidence which shall be jointly confirmed by both Parties
 through verification.
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|14.7                     | The Party or Parties suffering from accident(s) shall carry out
 accident investigation according to the Codes of Investigation for Electric Power
 Production Accidents. The conclusions of the investigation shall
 include causes of accident, responsible party for the accident and the
 liabilities, and the counter measures against accidents to prevent similar
 accidents. The responsible Party for the accident shall assume the
 liabilities according to the investigation conclusion, and timely implement
 the counter measures against accidents.   
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|14.7.1                   | 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.                                                                                                                                                                                 
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|14.7.2                   | During the Power Plant 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.                                                                                                                                                                             
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|14.7.3                   | As for the accidents involving both Parties, if the Parties cannot
 reach an agreement within a short period of time on the cause of accident, a
 special investigation panel shall be set up according to relevant regulations
 of the State to carry out accident investigation.                                                                                                                                                                                                                                                                                   
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|14.7.4                   | The investigation report on the accident involving one Party or both
 Parties shall be published, which shall cover: causes of the accident,
 dealing progress of the accident, responsible party for the accident and the
 liabilities, the rectification plan and accident preventive measures, etc.                                                                                                                                                                                                                                                               
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|14.7.5                   | The responsible party for the accident shall timely correct the
 errors and implement the rectification plan and accident preventive measures.
 In case that the other Party is involved in such rectification plan and
 preventive measures, the consent of the other Party shall be obtained.                                                                                                                                                                                                                                                                      
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Chapter XV Force Majeure
|                        
|15.1                     | 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.

29

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|                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                             
|---------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|15.2                                           | 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).                                                                                                                                                                                                                                                                                     
|                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|15.3                                           | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|15.4                                           | In the event that the Force Majeure has
 prevented a Party from performing its obligations under this Agreement for a
 continuous period of over sixty (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 thirty (30)
 days after the occurrence of Force Majeure, any Party shall be
 entitled to terminate this Agreement with a notice to the other Party, unless
 otherwise provided herein.
|                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Chapter XVI Liabilities for Breach of contract
|                                              
|16.1                                           | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|16.2                                           | 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 Article 16.3 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 Articles 5.3 and 5.4, which has
 resulted in the incapability of the Power Plant to generate power on schedule
 or which has caused direct economic losses to Party B.                                                                       
|                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                             
|                                               | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Violation of the provisions of Article 6.2, which has resulted in the
 incapability of the Power Plant to generate power on schedule or which has
 caused direct economic losses to Party B.                                                                                
|                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                             
|                                               | (4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Violation of the Dispatching Code for Electric Power System, which
 has caused direct economic losses to Party B.                                                                                                                                                           
|                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                             
|                                               | (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Party A requires the Power Plant (units) to conduct peak regulation,
 frequency modulation or voltage regulation beyond its operation capacity or
 the provisions of this Agreement (excluding for handling accidents), which
 has caused direct economic losses to Party B.

30

---



|     |                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                               
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (6)                                                                                                                                                           | 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.                                                                                                                                                                                                                          
|     |                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                               
|     | (7)                                                                                                                                                           | Due to Party Bs mal-operation, Party A causes direct economic loss
 to Party B while performing Article 14.5.1.                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                               
|     | (8)                                                                                                                                                           | Failure of delay protection, automatic safety device, dispatching
 automation system, dispatching communication due to Party As reason, which
 has caused direct economic losses to Party B.                                                                                                                                                                                                 
|     |                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                               
|16.3 | For each time of breach of Contract, Party A shall undertake the
 liabilities for breach of contract by the following ways:                                  
|     |                                                                                                                                                              
|     | (1)                                                                                                                                                           | Paying to Party B the electricity output of 5,000 kwh in a lump sum
 as a compensation for its breach.                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                               
|     | (2)                                                                                                                                                           | In case of any direct economic losses of Party B which cannot be
 fully compensated by the electric power output paid in a lump sum provided in
 Item (1) above, the electric power output corresponding to the direct
 expenses of Party B for repairing equipments and restoring normal operations
 shall be complemented by Party A (calculated by the on-grid tariff of the
 Power Plant).
|     |                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                               
|16.4 | Party B, in case of any of the following breach of contract, shall
 assume the liabilities for breach of contract to Party A by the method
 provided in 16.5:
|     |                                                                                                                                                              
|     | (1)                                                                                                                                                           | Failure to perform the obligations provided in Chapter III, which has
 caused direct economic losses to Party A.                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                               
|     | (2)                                                                                                                                                           | Failure to complete the grid connection preparation works in
 accordance with the provisions of Chapter IV hereof, which has caused direct
 economic losses to Party A.                                                                                                                                                                                                                       
|     |                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                               
|     | (3)                                                                                                                                                           | Violation of the provisions of Articles 5.2 and 5.4, which has caused
 direct economic losses to Party A.                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                               
|     | (4)                                                                                                                                                           | Violation of the provisions of Articles including: Article 6.5;
 Article 7.4.1 to 7.4.4, Article 7.10, Article 7.11; Article 8.6; Article
 10.5; Article 11.2, Article 11.7, Article 11.8; Article 12.2; Article 13.8;
 Article 14.4.                                                                                                                                                         
|     |                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                               
|     | (5)                                                                                                                                                           | Malfunction or abnormal function of the primary and secondary
 equipments of the Power Plant in relation to the grid operation due to Party
 Bs reason, which has caused direct loss to Party A.                                                                                                                                                                                             
|     |                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                               
|     | (6)                                                                                                                                                           | The failure of the electric power automatic system of the Power Plant
 to attain the agreed standards provided in Article 12.8, or the malfunction
 of the electric power automatic system of the Power Plant due to Party Bs
 Reason, which has caused an accident or the amplification of accidents and
 caused direct economic losses to Party A.                                         
|     |                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                               
|     | (7)                                                                                                                                                           | The failure of the dispatching communication system of the Power Plant
 to attain the standards provided in Article 13.14, or the malfunction of the
 dispatching communication system of the Power Plant due to Party Bs Reason,
 which has caused an accident or the amplification of accidents and caused
 direct economic losses to Party A.                                             
|     |                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                               
|16.5 | For each time of breaching any Item of Article 16.4, Party B shall
 assume the liabilities for breach of contract by the following ways:                     
|     |                                                                                                                                                              
|     | (1)                                                                                                                                                           | Paying to Party A the electricity output of 5,000 kwh in a lump sum
 as a compensation for its breach.                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                               
|     | (2)                                                                                                                                                           | In case of any direct economic losses of Party A which cannot be
 fully compensated by the electric power output paid in a lump sum provided in
 Item (1) hereof, the electricity                                                                                                                                                                                                             

31

---



|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                            
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | output corresponding to the direct expenses of Party A for repairing
 equipments and restoring normal operations shall be complemented by Party A
 (calculated by the on-grid tariff of the Power Plant); in case of causing
 economic losses to the third party, Party A shall compensate.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                            
|16.6  | If accidents provided in Article 11.9 (1) and (2), malfunctions or
 incorrect actions of the relay protection and automation safety device, are
 caused due to Party Bs reason, which have not caused destruction to the
 stability of the power grid or a widespread blackout, for each occurrence of
 the said accident, deduct and fine 10,000 kilowatt hours on-grid output; if
 causing destruction to the stability of the power grid or widespread
 blackout, deduct and fine 30,000 kilowatt hours on-grid output for each
 occurrence.                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|16.7  | In case of any of the following serious breach of contract committed
 by 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 shut
 down for Disconnection without being approved by the dispatching center.                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                            
|      | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | In case of Emergencies, the Power Plant violates the provisions of
 Articles 6.1 and 7.1.1.                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                            
|      | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | In case of Emergencies, the Power Plant fails to report to the
 dispatching center the real conditions of the equipments of the Power Plant
 (such as power generator, steam turbine, boilers and electric equipments) and
 relevant facilities.                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                            
|16.8  | 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 arising therefrom pursuant to
 the provisions of this Agreement.                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|16.9  | The breaching Party shall immediately take measures to correct its
 breach of contract, and confirm its breach of contract and assume the
 liabilities arising therefrom pursuant to the provisions of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | The lump-sum electricity output for breaching the contract shall be
 paid together with the monthly electricity output settlement after the breach
 of contract has been confirmed.                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                            
|      | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | The electric power volume corresponding to the portion of direct
 economic losses exceeding the lump-sum liquidated damages shall be paid
 together with the monthly electricity output settlement after the
 confirmation of the losses.                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                            
|16.10 | 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 period specified herein, the other Party
 may request it to assume the liabilities for breach of contract.                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|16.11 | When this Agreement has come into effect, the electricity output for
 breach of contract agreed to be assumed by both Parties hereto shall not be
 repeatedly assessed and calculated with the electricity output for rewards
 and punishments provided in theMeasures on the Operation Management and
 Assessment of the Unified Dispatching Power Plants of Fujian Power Grid
 (Trial Version (No.71 Min Jing Mao Dian Li [2008])
 issued by the Economic and Trade Commission of Fujian Province; As of issues
 not covered by this No.71 regulation, the liability for breach provisions as
 agreed hereof shall be applicable.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      | Or, in the event that the implementation of the Measures on the Operation Management
 and Assessment of the Unified Dispatching Power Plants of Fujian Power Grid
 (Trial Version (No.71 Min Jing Mao Dian Li [2008])
 issued by the Economic and Trade Commission of Fujian Province shall be
 suspended due to policy change, and the assessment of the operation and                                                                                                                                                                                                                                                            

32

---



|                                                                          |                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                         
|------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                          | management of the Power Plant shall be carried out in accordance with
 the provisions of this Agreement.                                                                                                                                                                                                                                                                   
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                            
|Chapter XVII Effectiveness and valid Term                                
|                                                                         
|17.1                                                                      | This Agreement shall come into effect upon being signed by the legal
 representatives or authorized agents of both Parties and affixed with their
 official seals. The dispatching agreement signed between Jianou Huiguang
 Power Generation Co., Ltd. and Fujian Province Jianou Power Supply Co., Ltd.
 shall be abolished at the same time.                            
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                            
|17.2                                                                      | The valid term of this Agreement shall be from the effectiveness date
 to December 31, 2015.                                                                                                                                                                                                                                                                               
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                            
|17.3                                                                      | Parties shall negotiate
 renewal of this Agreement three (3) months prior to the expiration of
 this Agreement.                                                                                                                                                                                                                                                            
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                            
|Chapter XVIII Modification, Assignment and Termination of this
 Agreement
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                         
|18.1                                                                      | Any modification, amendment or supplement
 to this Agreement must be conducted in written form, and the conditions for coming into effect shall be the
 same as specified in Article 17.1.                                                                                                                                                                                 
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                            
|18.2                                                                      | 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.                                                                                                                                                                     
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                            
|18.3                                                                      | 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;                                                        
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                         
|                                                                          | (3)                                                                                                                                                                                                                                                                                                                                                                         | East-China Grid starts it formal operation and policies such as power
 plant bidding for on-grid are implemented.                                                                                                       
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                         
|18.4                                                                      | Termination of Agreement                                                                                                                                                                                                                                                                                                                                                   
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                            
|                                                                          | In the event that any of the following
 events occurred to any Party, the other Party shall be entitled to terminate
 this Agreement after seven (7) days from sending a notice of termination:                                                                                                                                                                            
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                            
|                                                                          | (1)                                                                                                                                                                                                                                                                                                                                                                         | Either Party goes bankrupt or liquidated, or the business license or
 the electric power business license of either Party or the Power Plant is
 revoked.                                                               
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                         
|                                                                          | (2)                                                                                                                                                                                                                                                                                                                                                                         | One Party is merged with the other Party or
 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.
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                         
|                                                                          | (3)                                                                                                                                                                                                                                                                                                                                                                         | Other events agreed by both Parties to terminate this Agreement: .                                                                                                                                                      
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                         
|Chapter XIX Dispute resolution                                           
|                                                                         
|19.1                                                                      | 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 resolve the disputes by the
 following method:
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                            
|                                                                          | Both Parties agree to submit the dispute to Nanping 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.                                                                                                                                       

33

---



|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|19.2                      | During the consultation and arbitration process, the other terms
 except for disputed terms of this Contract shall be continued to perform.                                                                                                                                                                                                                                                                                   
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                               
|Chapter XX Applicable Law
|                         
|20.1                      | The establishment, effectiveness,
 interpretation, performance and dispute resolution of this Agreement shall be
 governed by the laws of the Peoples Republic of China.                                                                                                                                                                                                                                                     
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                               
|Chapter XXI Miscellaneous
|                         
|21.1                      | Confidentiality                                                                                                                                                                                                                                                                                                                                                                                                               
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                               
|                          | Both Parties warrant to maintain
 confidential all information and documents which are procured from the other
 Party and may 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.

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                
|21.2 | Appendices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                
|     | Appendix I:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Diagram for the
 Connection Points                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                
|     | Appendix II:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Technical
 Parameters of the Power Plant                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                
|     | Appendix III:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Division of
 Dispatching Range 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 discrepancy 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.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|21.3 | Entire Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | This Agreement (including the special provisions) and the appendices
 hereto constitute the entire agreement between the Parties pertaining to 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.                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|21.4 | 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: Fujian Province Electric Power
 Co., Ltd. Nanping Electric Power Industry Bureau
| |                                                                                          
| | Attention:                                                                                | Nanping Power
 Dispatching Agency
| |                                                                                           |                                  
| | Telephone Number:                                                                         | 0599-8843323                     
| |                                                                                           |                                  
| | Facsimile Number:                                                                         | 0599-8844400                     

34

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| |               |                                  
| | ------------- | ---------------------------------
| | Zip Code:     | 353000                           
| |               |                                  
| | Mail Address: | Nanping Power
 Dispatching Agency

| |                                                      |                                              
| | ---------------------------------------------------- | ---------------------------------------------
| | Party B: Shaowu City Jinwei Hydroelectric
 Co., Ltd.
| |                                                     
| | Attention:                                           | Guan Ning                                    
| |                                                      |                                              
| | Telephone Number:                                    | 13859365689                                  
| |                                                      |                                              
| | Facsimile Number:                                    | ______________                               
| |                                                      |                                              
| | Zip Code:                                            | 35400                                        
| |                                                      |                                              
| | E-mail:                                              | swjfwjq@163.com                              
| |                                                      |                                              
| | Mail address:                                        | Donghu Power
 Building, No.27 Chengdong Road,
| |                                                      |                                              
| |                                                      | Shaowu City,
 Fujian Province                

|     |                                                                                                                                                                                                                                                                                                                               
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|21.5 | No 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.
|     |                                                                                                                                                                                                                                                                                                                               
|21.6 | Continuing Effect                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                               
|     | The provisions with respect to arbitration and confidentiality of
 this Agreement shall remain effective after the termination of this
 Agreement.                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                               
|21.7 | Text                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                               
|     | This Agreement comprises Thirty-five (35) pages, and shall be
 signed in four (4) counterparts. Each Party shall hold two (2)
 counterparts.                                                                                                                                                                                  

35

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|                                                                                           |  |                                                            
|------------------------------------------------------------------------------------------ |  | -----------------------------------------------------------
|Party A:
 Fujian Province Electric Power Co., Ltd. Nanping Electric Power Industry
 Bureau |  | Party B:
 Shaowu City Jinwei Hydroelectric Co., Ltd.       
|                                                                                           |  |                                                            
|(Stamp)                                                                                    |  | (Stamp)                                                    
|                                                                                           |  |                                                            
|Legal
 Representative:                                                                     |  | Legal
 Representative:
                               ,
 or
|                                                                                           |  |                                                            
|Authorized
 Representative:                                                                |  | Authorized
 Representative: Lin Zhong Hui                  

|                                                      
|------------------------------------------------------
|Signing Date:
 December 24, 2010                      
|                                                      
|Signing Place: Nanping
 Electric Power Industry Bureau

36

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|                                         | 
|---------------------------------------- | 
|Appendix I Diagram for Connection Points

(DIAGRAM)

37

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|                                                     | 
|---------------------------------------------------- | 
|Appendix II Technical Parameters for the power plant

Technical Parameters for the Power Plant

|   |                                                                 
|-- | ----------------------------------------------------------------
|1. | Nameplate
 Parameters for the Generator Units of the Power Plant

|          |  |                  |  |                        |  |                     |  |                     |  |                      
|--------- |  | ---------------- |  | ---------------------- |  | ------------------- |  | ------------------- |  | ---------------------
|Unit
 No. |  | Type             |  | Rated
 Capacity
 (KVA) |  | Active
 Power
 (KW) |  | Rated Power
 Factor |  | Rated
 Speed
 (r/min)
|          |  |                  |  |                        |  |                     |  |                     |  |                      
|1#        |  | SFWG8000-56/4850 |  | 8889                   |  | 8000                |  | 0.9 (lagging)       |  | 107.1                
|2#        |  | SFWG8000-56/4850 |  | 8889                   |  | 8000                |  | 0.9(lagging)        |  | 107.1                

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                              
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------
|2.  | Connection lines between the Power Plant and the power grid of Party
 A                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                              | Name of the line: Fuwei Line.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                              
|    | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                              | Voltage level: 35 kV.        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                              
|3.  | Party B shall provide other accurate technical parameters of the
 Power Plant according to the design parameters for the equipments and the
 connection commissioning results (the parameters below are filled in
 according to general design. Party B shall circulate such parameters to Party
 A for confirmation within one (1) month after commissioning and start of
 commercial operation, for failure of which Party B shall be liable).
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.1 | Normal Operation Output Range                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | The maximum output for the normal operation of the generator units of
 the Power Plant shall be 100% of the rated capacity, and the minimum
 output for the normal operation shall be 0% of the rated capacity.                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.2 | Under the special condition of frequency modulation of the power
 grid, the maximum output for the normal operation of the generator units of
 the Power Plant shall be 100% of the rated capacity and the minimum
 output of the generator units of the Power Plant shall be 0% of the rated
 capacity.                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.3 | The shortest time for the units from receiving a dispatching
 instruction to reaching the grid connection output or from zero output to
 rated output is 30 minutes.                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.4 | The shortest time from full load output to zero load after receiving
 a dispatching instruction is 3 minutes.                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.  | 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 Article 3 above and need
 modifications, explanations shall be made to the Power Dispatching Centre,
 and a testing report issued by a qualified agency shall be submitted as well.                                                               

38

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|                                                                      | 
|--------------------------------------------------------------------- | 
|Appendix III Division of Dispatching Range of power
 plant Equipments

|   |                                                                                                                                                                                                                                                |                                                                                                                                                         
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | The equipments within the direct jurisdiction of the Local
 Dispatching                                                                                                                                                                       
|   |                                                                                                                                                                                                                                               
|   | (1)                                                                                                                                                                                                                                            | No.1 and No.2generator units                                                                                                                            
|   |                                                                                                                                                                                                                                                |                                                                                                                                                         
|   | (2)                                                                                                                                                                                                                                            | Primary Equipments                                                                                                                                      
|   |                                                                                                                                                                                                                                                |                                                                                                                                                         
|   |                                                                                                                                                                                                                                                | 35 KV line and switches, 35 KV busbar and affiliated bay equipments,
 No.1 main transformer, 6.3 KV busbar and busbar PT, lightning arrester bay        
|   |                                                                                                                                                                                                                                                |                                                                                                                                                         
|   | (3)                                                                                                                                                                                                                                            | Lay protection and automatic safety device                                                                                                              
|   |                                                                                                                                                                                                                                                |                                                                                                                                                         
|   |                                                                                                                                                                                                                                                | No.1 main transformer protection, 35kv line protection, reclosing
 facility                                                                             
|   |                                                                                                                                                                                                                                                |                                                                                                                                                         
|   | (4)                                                                                                                                                                                                                                            | Dispatching automation and communication facility related to Party
 As dispatching business                                                            
|   |                                                                                                                                                                                                                                                |                                                                                                                                                         
|   |                                                                                                                                                                                                                                                | Dispatching automation facilities used to send telemeter data to the
 dispatching centre or facilities used to communicate with the dispatching
 centre.
|   |                                                                                                                                                                                                                                                |                                                                                                                                                         
|2. | The equipments within the jurisdiction of the Power Plant                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                               
|   | Power utilization system, No.1 and No.2 generator units protection                                                                                                                                                                            
|   |                                                                                                                                                                                                                                               
|3. | Parties hereof agree that: in the event that there is any change to
 equipment dispatching range of the Power Plant, there is no need to amend
 Appendix III hereof, and the notice promulgated by the dispatching agency
 shall be applicable

39

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