exv4w72






Exhibit 4.72




BETWEEN




YUNNAN MINHE HYDROELECTRIC INVESTMENT CO., LTD.



AND



FUJIAN HUABANG HYDROELECTRIC INVESTMENT CO., LTD.








SHARE TRANSFER CONTRACT



For



FUGONG XINENG POWER DEVELOPMENT CO., LTD.



(LATUDIHE HYDROPOWER STATION)







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CONTENTS




	 	 	 	 	 

	CHAPTER I DEFINITIONS
	 	 	5	 
	 
	 	 	 	 
	Article 1 Definitions
	 	 	5	 
	 
	 	 	 	 
	CHAPTER II SALE EQUITY STAKE
	 	 	7	 
	 
	 	 	 	 
	Article 2 Sale Equity Stake
	 	 	7	 
	Article 3 Share Transfer Price
	 	 	8	 
	Article 4 Conditions Precedent for the Payment of the Transfer Price
	 	 	8	 
	Article 5 Payment
	 	 	9	 
	Article 6 Taxes Payable under the Transfer of the Sale Equity Stake
	 	 	12	 
	 
	 	 	 	 
	CHAPTER III REPRESENTATIONS AND WARRANTIES BY BOTH PARTIES
	 	 	12	 
	 
	 	 	 	 
	Article 7 Representations and Warranties by both Parties
	 	 	12	 
	 
	 	 	 	 
	CHAPTER IV DISCLOSURES, REPRESENTATIONS AND WARRANTIES BY THE TRANSFEROR
	 	 	13	 
	 
	 	 	 	 
	Article 8 Disclosures, Representations and Warranties by the Transferor
	 	 	13	 
	Article 9 General Representations and Warranties by the Transferor
	 	 	15	 
	Article 10 Ownership
	 	 	15	 
	Article 11 The Company and the Hydroelectric Project
	 	 	17	 
	 
	 	 	 	 
	CHAPTER V DISCLOSURES, REPRESENTATIONS AND WARRANTIES BY TRANSFEREE
	 	 	27	 
	 
	 	 	 	 
	Article 12 Disclosures, Representations and Warranties by Transferee
	 	 	27	 
	 
	 	 	 	 
	CHAPTER VI DELIVERY
	 	 	27	 
	 
	 	 	 	 
	Article 13 Delivery
	 	 	27	 
	 
	 	 	 	 
	CHAPTER VII DEBT ARRANGEMENT AND EMPLOYEES RELOCATION
	 	 	31	 
	 
	 	 	 	 
	Article 14 Debts Arrangement
	 	 	31	 
	Article 15 Relocation of Employees
	 	 	32	 
	 
	 	 	 	 
	CHAPTER VIII CONFIDENTIALITY
	 	 	33	 
	 
	 	 	 	 
	Article 16 Confidentiality
	 	 	33	 
	 
	 	 	 	 
	CHAPTER IX BREACH OF CONTRACT
	 	 	34	 
	 
	 	 	 	 
	Article 17 Liability for Breach of a Representation or Warranty
	 	 	34	 
	Article 18 Liability for Breach of Contract
	 	 	34	 
	 
	 	 	 	 
	CHAPTER X FORCE MAJEURE
	 	 	36	 
	 
	 	 	 	 
	Article 19 Force Majeure
	 	 	36	 
	 
	 	 	 	 
	CHAPTER XI RESOLUTION OF DISPUTES
	 	 	36	 
	 
	 	 	 	 
	Article 20 Arbitration
	 	 	36	 
	Article 21 Validity of the Arbitration Award
	 	 	37	 
	Article 22 Continuation of Rights and Obligations
	 	 	37	 
	 
	 	 	 	 
	CHAPTER XII APPLICABLE LAW
	 	 	37	 
	 
	 	 	 	 
	Article 23 Applicable Law
	 	 	37	 
	 
	 	 	 	 
	CHAPTER XIII MISCELLANEOUS
	 	 	37	 






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	Article 24 Waiver
	 	 	38	 
	Article 25 Transfer
	 	 	38	 
	Article 26 Amendment
	 	 	38	 
	Article 27 Severability
	 	 	38	 
	Article 28 Language
	 	 	38	 
	Article 29 Validity of the Text and Appendices
	 	 	39	 
	Article 30 Notification
	 	 	39	 
	Article 31 The Entire Agreement
	 	 	40	 
	 
	 	 	 	 
	APPENDIX I CONDITIONS PRECEDENT
	 	 	42	 
	 
	 	 	 	 
	APPENDIX II DEBTS OF THE COMPANY
	 	 	 	 
	 
	 	 	 	 
	APPENDIX III EXISTING SECURITIES OF THE COMPANY
	 	 	 	 
	 
	 	 	 	 
	APPENDIX IV LIST OF REAL ESTATE AND MOVABLE ASSETS
	 	 	 	 






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SHARE TRANSFER CONTRACT



This Share Transfer Contract (hereinafter referred to as “this Contract”) is executed by and
between the following Parties in Xiamen, China on April 14, 2010.





	(1)	 	Party A: Fujian Huabang Hydroelectric Investment Co., Ltd. (hereinafter referred to as the
“Transferee”), a wholly foreign owned enterprise registered and established in accordance with
the laws of the People’s Republic of China, with its registration number of 350000400003598
and registered address at the 3rd Floor of East Building A, No. 349, Guangda Road,
Taijiang District, Fuzhou City, the legal representative of which is John Douglas Kuhns, whose
position is chairman and nationality is the United States of America;
	 
	(2)	 	Party B: Yunnan Minhe Hydroelectric Investment Co., Ltd. (hereinafter referred to as the
“Transferor”), a limited liability company registered and established in accordance with the
laws of the People’s Republic of China, with its registration number of 530100100027478 and
its registered address at Rm. 211-212 Tower A, Block 1, Yunnan Overseas Student Innovation
Park, No. 18, Middle Haiyuan Road, High-Tech District, Kunming, the legal representative of
which is Zhang Zimin, whose nationality is the People’s Republic of China.




The Transferor and the Transferee are hereinafter collectively referred to as “both Parties” as
well as each of the Transferor and the Transferee is hereinafter referred to as the “Party”.




WHEREAS:





	(1)	 	Fugong Xineng Power Development Co., Ltd. (hereinafter referred to as the “Company”) is a
company incorporated in China for the purpose of hydropower generation and hydropower
development, which currently owns and operates Latudihe Hydropower Station;
	 
	(2)	 	Party B owns one hundred percent (100%) of the equity stake of the Company, and can exercise
all of its full rights as a shareholder;




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	(3)	 	Subject to the terms and conditions set out in this Contract, Party B is willing to transfer
one hundred percent (100%) of the equity stake of the Company held by it to the Transferee;
	 
	(4)	 	The Transferee is willing to acquire one hundred percent (100%) of the equity stake of the
Company from the Transferor subject to the terms and conditions set out in this Contract.





     For this purpose, after friendly consultations, on the principles of equality and mutual
benefit, both Parties to this Contract have reached the following agreement in accordance with the
provisions of the Company Law of the People’s Republic of China, Contract Law of the People’s
Republic of China and other relevant laws and regulations of the PRC:



Chapter I Definitions




Article 1 Definitions



Unless otherwise prescribed, the following terms used in this Contract shall have the meanings set
forth as follows:



The “Company” refers to Fugong Xineng Power Development Co., Ltd., a limited liability company
registered and established in accordance with the laws of the PRC, with its registration number
being 533323100000145, registered capital (paid-up capital) being RMB 27,000,000 and registered
address at Latudi Village, Shangpa Town, Fugong County.



The “Hydroelectric Project” refers to the Latudihe Hydroelectric Project with the total installed
capacity of 18.9 MW which is legally owned and operated by the Company.



“Sale Equity Stake” refers to one hundred percent (100%) of the equity stake of the Company
transferred by the Transferor to the Transferee.




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“New Articles of Association” refers to the new Articles of Association of Fugong Xineng Power
Development Co., Ltd. after the completion of the share transfer contemplated in this Contract,
which has been approved by the Examination and Approval Authority.



The “PRC” or “China” refers to the People’s Republic of China, and insofar as this Contract is
concerned, shall exclude Hong Kong, Macao and Taiwan.



“Claims” refers to claims, actions, demands, proceedings judgments liabilities, damages amounts,
costs and expenses (including but not limited to attorney fees) whatsoever and howsoever arising.



“Signing Date” refers to the date on which this Contract is signed.



“Encumbrance” refers to any mortgage, assignment, lien, charge, pledge, title retention, right to
acquire, security interest, option, pre-emptive right, and any other restriction or conditions
whatsoever including, without limitation:





	 	(1)	 	any interest or right granted or reserved in or over or affecting the Sale
Equity Stake; or
	 
	 	(2)	 	the interest or right created or otherwise arising in or over the Sale
Equity Stake under a fiduciary transfer, charge, lien, pledge, power of attorney or
other form of encumbrance; or
	 
	 	(3)	 	any security over the Sale Equity Stake for the payment of a debt or any
other monetary obligation or the performance of any other obligation.




“Examination and Approval Authority”, refers to the relevant PRC governmental department having the
authority to examine and approve this Contract, the New Articles of Association of the Company and
to grant approval for the share transfer contemplated
in this Contract pursuant to the provisions for the examination and approval of projects which have
investments by foreign investors in the PRC.




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“Material Adverse Change” refers to:





	 	(1)	 	investigations (which may cause the Company to be punished) and penalties
upon the Company by relevant governmental authorities;
	 
	 	(2)	 	involvement with any litigation, arbitration or any other judicial
proceedings by the Company which may have impact on the legal existence of the
Company and/or the Hydroelectric Project;
	 
	 	(3)	 	any change which may have impact on the legal existence of the Company
and/or the Hydroelectric Project.




“RMB” or “Renminbi” refers to the legal currency of the PRC.



“Payment Date” refers to the date when the Transferee has fully paid the Transfer Price to the
Transferors in accordance with Article 5.2 hereof.



“Transferor’s Bank Account” refers to, for the purpose of this Contract, the bank account opened by
Party B under its own name for receiving the Transfer Price (as defined in Article 3.1 below).



“Delivery Completion Date” refers to the date provided by Article 13.5 hereunder.



“Third Party” refers to any natural person, legal entity, or other organization or entity, other
than the parties to this Contract.



“Working Day” refers to the statutory working day provided by the State Council of the PRC.




Chapter II Sale Equity Stake




Article 2 Sale Equity Stake






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Pursuant to the terms and conditions stipulated in this Contract, the Transferor agrees to
transfer to the Transferee and the Transferee agrees to accept from the Transferor the Sale
Equity Stake being one hundred percent (100%) of the equity stake of the Company with all the
rights and obligations of and attaching to the Sale Equity Stake for transfer including,
without limiting the generality thereof, all the rights to receive dividends and to receive or
subscribe for shares (if any) declared, paid or issued by the Company and free of any Claims
or Encumbrances.



Article 3 Share Transfer Price





	 	3.1	 	The Transferor and the Transferee after consultations have finally determined that
the price for the Sale Equity Stake shall be agreed at RMB 31,250,000 (hereinafter
referred to as the “Transfer Price”).





Article 4 Conditions Precedent for the Payment of the Transfer Price





	 	4.1	 	Under this Contract, the conditions precedent for the payment of the Transfer Price
by the Transferee are set out as follows:






	 	(1)	 	The Transferor has completed all conditions precedent set out in
Appendix I to this Contract;
	 
	 	(2)	 	This Contract, the New Articles of Association and the transfer of
the Sale Equity Stake in this Contract have been approved in writing by the
Examination and Approval Authority, and the certificate of approval for
establishment of foreign invested enterprises has been issued;
	 
	 	(3)	 	The alteration registration with the competent administration for
industry and commerce for the Sale Equity Stake has been completed and the Sale
Equity Stake has been registered under the name of the Transferee;
	 
	 	(4)	 	The business license for foreign invested enterprises of the Company
has been issued;




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	 	(5)	 	The competent foreign exchange administration authority has approved
the transfer of the Transfer Price from the capital account of the Transferee to
the Transferor’s Bank Account; and
	 
	 	(6)	 	From the Signing Date to the Payment Date, there has been no Material
Adverse Change to the Company.






	 	4.2	 	In the event that any of the conditions set out in the aforesaid Article 4.1 has
not been fulfilled or satisfied, and the Transferee has not indicated its waiver of the
said conditions or any one of them in writing, the Transferee shall not be obliged to pay
the Transfer Price to the Transferor which shall not be deemed as breach of contract.
	 
	 	4.3	 	The Transferor and the Transferee agree that they shall use their best efforts to
procure the timely approvals of this Contract, the New Articles of Association and the
transfer of the Sale Equity Stake contemplated herein by the Examination and Approval
Authority and to procure the certificate of approval for establishment of foreign
invested enterprises and the business license of foreign invested enterprise.





Article 5 Payment





	 	5.1	 	Prior to the signing of this Contract, the Transferee has paid a deposit in the
amount of RMB25,000,000 to the Transferor, of which, RMB6,250,000 shall be served as the
deposit for the Sale Equity Stake contemplated hereunder; the Transferee agrees to pay
additional deposit in the amount of RMB25,000,000 to the Transferors as the deposit for
the Sale Equity Stake within five (5)
Working Days from the Signing Date. Thus, to acquire the Sale Equity Stake, the
Transferee has paid the deposit in the total amount of RMB31,250,000 to the Transferors.
	 
	 	5.2	 	The Payment Date shall be within five (5) Working Days after all conditions
precedent set out in Article 4.1 hereof have been completed. The Transferors shall refund
the deposit in the amount of RMB31,250,000 to the bank account




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	 	 	 	designated by the
Transferee within three (3) working days from the Payment Date.
	 
	 	5.3	 	The Transferor shall, within five (5) Working Days after the Signing Date of this
Contract, provide the Transferee in written form with the detailed information in
relation to the Transferor’s Bank Account, otherwise, in the event that the Transferee
cannot pay or cannot pay as scheduled the Transfer Price due to the Transferor’s failure
to provide the detailed information of the Transferor’s Bank Account in a timely fashion,
or due to the reason of the opening bank of the Transferor’s Bank Account, the Transferee
shall not assume any liability arising therefrom.
	 
	 	5.4	 	The Transferor shall issue to the Transferee the legal document evidencing the
receipt of the Transfer Price within three (3) Working Days after receiving each
instalment of the Transfer Price paid by the Transferee. In the event that the Transferor
fails to issue the said document within the prescribed time limit to the Transferee, the
Transferee shall be entitled to correspondingly delay its payment of the following
payable instalment of the Transfer Price, which shall not be deemed as breach of
contract. In the event that the said legal document issued by the Transferor is not in
compliance with the PRC laws and regulations which cause the Transferee and/or the
Company to suffer from any damage or loss, the Transferor shall assume liability for the
compensation on the Transferee and/or the Company.
	 
	 	5.5	 	Both Parties hereby confirm that all the profit of the Company shall be enjoyed by
the Transferee from the Payment Date (inclusive).
	 
	 	5.6	 	The Transferors shall remit RMB4,290,250 to the bank account designated by the
Transferee within three (3) Working Days from the arrival date of the Transfer Price paid
by the Transferee at the Transferor’s Bank Account, which shall be served as the
guarantee fund (hereinafter referred to as “Guarantee Fund”) for the performance of all
the obligations of the Transferors under this Contract. The guarantee duration shall
commence from the arrival date of such Guarantee Fund at the bank account designated by
the Transferee and




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	 	 	 	terminate when all obligations provided in Article 5.7 hereof have
been fulfilled by the Transferors. Upon the expiration of the guarantee duration, the
Transferee shall remit the balance of the Guarantee Fund (if any) to the bank account
designated by Transferor without paying any interests.
	 
	 	5.7	 	Under this Contract, when all the following obligations have been fulfilled by the
Transferor, the Transferee shall refund the balance of the Guarantee Fund (if any) to the
bank account designated by Transferor within five (5) Working Days after all such
obligations have been fully fulfilled:






	 	(1)	 	During the guarantee duration, the Hydroelectric Project does not have
any quality problem and the Transferor does not have any behaviours or situations
violating any provisions of this Contract;
	 
	 	(2)	 	The Transferor shall, on its own expenses, procure the Water Drawing
Permit registered under the name of the Company, and deliver the original of the
Water Drawing Permit to the Transferee;
	 
	 	(3)	 	The Transferor shall, on its own expenses, enter into the Grid Connection
and Dispatching Agreement for Latudihe Hydropower Station in the name of the Company
with competent power grid corporation, and deliver the original of such executed
Grid Connection and Dispatching Agreement to the Transferee;
	 
	 	(4)	 	The Transferor shall, on its own expenses, procure the Social Insurance
Registration Certificate under the name of the Company, and deliver the original of
the Social Insurance Registration Certificate to the Transferee;
	 
	 	(5)	 	The Transferor shall, on its own expenses, procure Yunnan Province
Special Equipments Safe Use Permit in the name of the Company and deliver the
original of the same to the Transferee; and
	 
	 	(6)	 	The Transferor shall, on its own expenses, complete the tax clearance of
the Company in accordance with law before June 30, 2010 and deliver




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	 	 	 	relevant
supporting documents for such full payment of relevant taxes in accordance with law.






	 	 	 	The Transferor hereby confirms and warrants that, in the event that the Transferee and/
or the Company incurs any fees or expenses or suffers from any loss or damage due to any
of the above-mentioned issues, the Transferee is entitled to directly deduct the
corresponding amount from the Guarantee Fund, which shall not be required to be refunded
to the Transferor; in addition, such compensation shall not prejudice any other rights of
the Transferee and/or the Company to claim for damages against the Transferor in
accordance with other provisions hereof and the laws and regulations of the PRC.
	 
	 	5.8	 	The obligations of the Transferee shall be deemed as having been fully accomplished
upon the remittance of the Transfer Price to the Transferor’s Bank Account and the
Transferee shall not take any responsibilities or obligations thereafter.





Article 6 Taxes Payable under the Transfer of the Sale Equity Stake





Any taxes or fees arising out of and payable pursuant to the fulfilment of the terms of this
Contract by each of the Transferor and Transferee shall be payable by the respective Party
liable for the taxes or fees under the provisions of relevant laws and regulations of PRC.



Chapter III Representations and Warranties by Both Parties




Article 7 Representations and Warranties by Both Parties





	 	7.1	 	Prior to the signing of this Contract, the signing Party shall provide a power of
attorney which authorizes its representative to sign this Contract to the other Party.
	 
	 	7.2	 	At the time of signing this Contract, the Transferor and the Transferee hereby
state that the documents and information provided to the other Party or its




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	 	 	 	agencies
(including, without limitation, the lawyers, valuers, financial advisers, etc.) prior to
the Signing Date are still valid and authentic and confirm that, should discrepancies
appear between the latter and the terms of this Contract, this Contract shall prevail.
	 
	 	7.3	 	The Transferor and the Transferee hereby agree that the contracts or documents
pertaining to the transfer of Sale Equity Stake entered into by both Parties prior to
this Contract shall lapse automatically upon this Contract coming into effect.
	 
	 	7.4	 	Both Parties to this Contract agree to strive jointly in coordinating all the work
pertaining to the transfer of the Sale Equity Stake, including but not limited to
application for approvals, registration and filing for record, etc., and the expenses
arising therefrom shall be borne by the Company.
	 
	 	7.5	 	Both Parties hereby confirm that: in the event that the Sale Equity Stake is not
successfully transferred to the Transferee due to the Transferee’s reasons, then the
Transferor shall be entitled not to refund the deposit in the amount of RMB31,250,000 to
the Transferee; in the event that the Sale Equity Stake is not successfully transferred
to the Transferee due to the Transferor’s reasons, the Transferor shall refund twice of
the deposit in the amount of RMB31,250,000 to the bank account designated by the
Transferee within five (5) Working Days from the occurrence of such reason; in the event
that the
Sale Equity Stake is not successfully transferred to the Transferee due to the reasons
of the Examination and Approval Authority, the Transferor shall refund the deposit in
the amount of RMB31,250,000 to the bank account designated by the Transferee within five
(5) Working Days from the occurrence of such reason.





Chapter IV Disclosures, Representations and Warranties by the Transferor




Article 8 Disclosures, Representations and Warranties by the Transferor





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The Transferor hereby represents and warrants to the Transferee that:





	 	8.1	 	All information and facts relating to the Company that is in the possession of the
Transferor or is known to the Transferor which will have a substantive effect on the
Transferor’s abilities to fulfil any of its obligations in this Contract or when
disclosed to the Transferee shall have a substantive effect on the willingness of the
Transferee to sign and fulfil its obligations under this Contract, have been disclosed to
the Transferee and the information provided by the Transferor to the Transferee does not
contain any representation that is untrue or misleading.
	 
	 	8.2	 	No lawsuits, arbitrations, or other legal or administrative proceedings or
governmental investigations are on-going against the Transferor that will materially
affect its abilities to sign this Contract or fulfil its obligations under this Contract.
	 
	 	8.3	 	Up to the Signing Date, the Transferor has informed the whole matter of the
transfer of the Sale Equity Stake to all Third Parties relating to the Sale Equity Stake,
the Company and the Hydroelectric Project; in case of requiring the consent of such Third
Party, the Transferor has procured the written consent from the Third Party.
	 
	 	8.4	 	The Transferor hereby undertakes that it will not take any action after the Signing
Date that will cause any adverse impact on the Company and/or the Hydroelectric Project.
	 
	 	8.5	 	Regarding the documents and information provided by the Transferor to the
Transferee and/or the Transferee’s agencies (including, without limitation, the lawyers,
valuers, financial advisers, etc.) prior to the Signing Date, the Transferor hereby
undertakes that:






	 	(1)	 	all copies made from original documents are true and complete and
that such original documents are authentic and complete;




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	 	(2)	 	all documents supplied to the Transferee and/or the Transferee’s
agencies as originals are authentic and complete;
	 
	 	(3)	 	all signatures (stamps) appearing on documents supplied to the
Transferee and/or Transferee’s agencies as originals or copies of originals are
genuine; and
	 
	 	(4)	 	The Transferor has drawn to the attention of Transferee and/or
Transferee’s agencies all matters that are material for the Transferee to proceed
with the transaction as contemplated in this Contract.






	 	8.6	 	At any moment upon the request by the Transferee, the Transferor shall, on its own
expenses, carry out and/or conduct in a way which is satisfactory to the Transferee, or
to impel the Third Party to carry out and/or conduct in a way which is satisfactory to
the Transferee, any action and/or document which the Transferee reasonably deems
requisite, in order to realize the full effectiveness and implementation of this
Contract.





Article 9 General Representations and Warranties by the Transferor





	 	9.1	 	Party B is a legal entity that has been duly established according to the laws and
regulations of China and it is validly and legally in existence and also
operating normally in accordance with the laws and regulations of China. Signing this
Contract and fulfilling all of its obligations stipulated herein by Party B shall not
contravene or result in the violation of or constitute a failure to fulfil or an
inability to fulfil any of the stipulations in any laws, regulations, stipulations, any
authorization or approval from any government body or department or the stipulations of
any contract or agreement that Party B is a party to or is bound by.





Article 10 Ownership





	 	10.1	 	The Transferor undertakes and warrants that: the Transferor is the legal owner of
the Sale Equity Stake and has full authority and right to transfer the Sale Equity Stake
to the Transferee and the Sale Equity Stake does not involve any




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	 	 	 	state-owned assets and
interests. In case that the Transferee and/or Company suffer from any loss or damage due
to the involvement of any state-owned assets and interests in the Sale Equity Stake, the
Transferor shall fully compensate the Transferee and/or the Company.
	 
	 	10.2	 	The Transferor undertakes and warrants that: up to the Delivery Completion Date
(inclusive), the Sale Equity Stake is not subject to any Claims or Encumbrances
(including but not limited to any form of option, acquisition right, mortgage, pledge,
guarantee, lien or any other form of Third Party rights); and there is no interest
present and no agreement or undertaking in existence that may result in or create any
Claim or Encumbrance on the Sale Equity Stake (including but not limited to the aforesaid
option, acquisition right, mortgage, pledge, guarantee, lien or any other form of third
party rights and interest).
	 
	 	10.3	 	The Transferor undertakes and warrants that: all obligations as the shareholder of
the Company which shall be assumed by the Transferor for the benefit of the Company and
the Third Party have been fully fulfilled by the Transferor. Any Third Party or any level
of the governmental authorities of the PRC shall not, due to the Transferor’s failure to
fulfil its due obligations as the shareholder of the Company, claim for rights against
the Company or the
Transferee or adopt administrative acts which are unfavourable to the Company or the
Transferee, including but not limited to imposing fine, revoking the business license,
requiring to make supplemental payment for the taxes or compelling to stop production,
etc.
	 
	 	10.4	 	The Transferor undertakes and warrants that: no lawsuits, arbitrations, or other
legal or administrative proceedings or governmental investigations are on-going against
the Transferor that will materially affect the Transferor’s abilities to sign this
Contract or fulfil the Transferor’s obligations under this Contract.
	 
	 	10.5	 	The Transferor undertakes and warrants to provide all relevant materials which
should be provided by the Transferor and are requisite for procuring the




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	 	 	 	written
approvals to this Contract, New Articles of Association, the transfer of the Sale Equity
Stake stipulated in this Contract from the Examination and Approval Authority,
certificate of approval for establishment of foreign invested enterprises, and business
license for foreign invested enterprises of the Company, and conducting the alteration
registration of the Sale Equity Stake under the name of the Transferee with the competent
administration for industry and commerce.
	 
	 	10.6	 	In the event that the Transferee fails to procure the approvals issued by the
Examination and Approval Authority within the time limit prescribed in Article 12.4
hereof due to the reasons of the Examination and Approval Authority, the Transferor
agrees to give thirty-day grace period so as to enable the completion of the approval
with the Examination and Approval Authority by the Transferee.





Article 11 The Company and the Hydroelectric Project




     The Transferor hereby represents and warrants to the Transferee that:




	 	11.1	 	The Company is a legal entity that has been duly established according to the laws
of PRC and it is validly and legally in existence and also operating normally in
accordance with the laws and regulations of PRC.
	 
	 	11.2	 	The registered capital of this Company has been fully paid up on schedule. The
Transferor has completed its full obligations to contribute, and has procured valid
verifications for its contributions according to PRC laws. There is no withdrawal of the
registered capital by the Transferor.
	 
	 	11.3	 	The Company is the legal owner of the Hydroelectric Project, and has the full and
complete ownership, operation right and right to profit over the Hydroelectric Project.
	 
	 	11.4	 	The development, construction and operation of the Hydroelectric Project have been
duly granted by relevant governmental authorities all requisite approvals and are fully
complied with the PRC laws and regulations and the approvals




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	 	 	 	and permits of relevant
governmental authorities, in no violation of PRC laws and regulations and approvals and
permits of relevant governmental authorities, without any condition that leads to or may
leads to the revocation or withdrawing of such approvals and permits. In the event that
Transferee and/or the Company suffer from any damage or loss arising out of any violation
and /or revocation and/or withdrawing, the Transferor shall be liable for the full
compensation on the Transferee and/or the Company.
	 
	 	11.5	 	Up to the Delivery Completion Date, every aspect of the Hydroelectric Project,
including but not limited to the hydrology, geology, water flow, water diversion canal,
water retaining dam, hydroelectric generator units and the affiliated facilitates,
pressure pipes, pressure forebay, power generation workshop, step-up substation, etc., is
complied with the requirements of power generation under normal situations and is free
from any defect or any other problem provided of the loss due to normal operation and
usage. In the event that Transferee and/or the Company suffer from any damage or loss
arising out of any defect or any other problem which already existed before
the Delivery Completion Date, the Transferor shall fully compensate the Transferee
and/or the Company.
	 
	 	11.6	 	Up to the Delivery Completion Date, the Company has never suffered and is not
currently suffering from any administrative investigations, prosecutions, arbitrations,
disputes, claims or other proceedings (ongoing, pending or threatened), nor the Company
has been punished or the Transferor can foresee any punishment to be made by any
administrative authorities of the PRC for the issues already existed before the share
transfer. Up to the Delivery Completion Date, the Transferor has fully disclosed to the
Transferee all information in respect of environmental protection, water and soil
preservation, flood prevention plan, utilization of land (woodland), wood cutting, power
generation, fire-prevention and work safety, etc. In addition, the Transferor hereby
warrants that all fees (including, without limitation, water resources fees, land
requisition and compensation fees, water and soil preservation facility compensation
fees, etc.), charges, penalties and expenses payable to or being required to pay to any
PRC governmental authority have




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	 	 	 	been paid in full, and, as of the Delivery Completion
Date, there is no arrears of such fees, charges, penalties and expenses, nor is there any
arrears of costs and/or expenses being required by any PRC governmental authority to be
paid for any purpose of correcting defects and/or inappropriate actions of the Company.
In the event that the Transferee and/or the Company suffer from any penalty, damage,
loss, etc. due to any such administrative investigations, prosecutions, arbitrations,
disputes, claims, penalties and/or other proceedings which existed before the Delivery
Completion Date, the Transferor shall fully compensate the Transferee and/or the Company.
	 
	 	11.7	 	The Company legally owns all requisite real estate (including but not limited to
land, buildings, water retaining dam, water diversion canal, pressure pipes, pressure
forebay, booster station, power transmission lines, structures and affiliated facilities)
and moveable assets (including but not limited to machines, equipments, vehicles,
furniture and office supplies), and such real estate and movable assets shall be not less
than those real estate and movable assets listed out in Appendix IV to this Contract. The
Company does not
provide any other security (including but not limited to mortgage, pledge and lien) or
other restrictions on the real estate and movable assets, except for those listed out in
Appendix III to this Contract. Up to the Delivery Completion Date, all material aspects
of the buildings, structures, machines and equipments, vehicles and other assets owned
by the Company are in good, secure and operational conditions (excluding the reasonable
usage damage), which are anticipated not to need to be repaired (excluding the daily
requisite repairs), replaced or supplemented within twelve (12) months after the Signing
Date due to the issues before the Delivery Completion Date. The Transferor warrants and
undertakes that commencing from the Signing Date, the above real estate and movable
assets will not suffer from any loss or damage resulting from the actions of the
Transferor or any Third Party. In case of any loss or damage suffered by the real estate
and movable assets due to the above mentioned causes, the Transferor shall fully
compensate Transferee and/or the Company.




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	 	11.8	 	The production, operation, construction and business of the Company are fully
complied with all the relevant PRC laws and regulations, including but not limited to
those laws and regulations in relation to hydropower generation, environmental
protection, water and soil preservation, flood prevention plan, design and construction
of water resource project, invitation and submission of bids, utilization of woodland,
wood cutting, fire-prevention, work safety and relocation. The Transferor warrants that
the environmental protection authorities, water resource authorities, power regulatory
authorities, construction authorities, forestry authorities, fire-prevention authorities,
planning authorities, safe production authorities, development and reform authorities and
other governmental authorities will not punish the Company for the problems of
environmental protection, water and soil preservation, water fetching, flood prevention
planning, design and construction of water resources projects, invitation and submission
of bids, power generation, utilization of woodland, wood cutting, fire-prevention, work
safety and relocation, etc. which already existed before the Delivery Completion Date. In
the event that the Company suffers from any loss or damage due to the punishment by local
government, environmental protection authority, water
resources authority, electricity regulatory authority, forest authority, construction
authority, fire-prevention authority, planning authority, work safety authority,
development and reform authorities or other governmental authorities, the Transferor
shall fully compensate the Transferee and/or the Company so as to hold the Transferee
and/or the Company harmless.
	 
	 	11.9	 	The fire-prevention design of all construction projects of the Company are complied
with all PRC relevant laws and regulations and national fire-prevention standards.
	 
	 	11.10	 	Prior to the signing of this Contract, the Transferor has already disclosed all
information of the banking debts of the Company. As of the Payment Date, such information
is still complete, liable, accurate and true. As of the Signing Date, all banking debts
of the Company have been indicated in Appendix II to this Contract and as of the Delivery
Completion date, all due principal and interests of the banking debts set out in Appendix
II hereto have been fully




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	 	 	 	paid off. The Transferor shall assume compensation liabilities
for any undisclosed debts of the Company and any unpaid due principal and interests so as
to hold the Transferee and/or the Company harmless.
	 
	 	11.11	 	The Company can legally own the land use right and building ownership for all the
land and buildings and structures currently occupied and used by the Company, and could
not be involved in any legal action, arbitration, penalty or suffer from any other damage
or loss due to the land and/or building and/or structure issues. In the event that the
Transferee and/the Company suffer from any penalty, damage or loss, etc. due to the use
of land or building, the Transferor shall fully compensate Transferee and/or the Company.
	 
	 	11.12	 	The land use right (granted) currently occupied and procured by the Company with
the State-owned Land Use Right Certificate (the serial number of which is: Fu Guo Yong
[2008] No. 360) has covered all the land needed by the Company and the Hydroelectric
Project, and the procurement of such land use right has been fully in compliance with the
regulations of PRC laws and regulations, and relevant fees and taxes (including but not
limited to
requisition compensation fees and land grant premium) have been fully paid off in
accordance with law. In the event that the Transferee and/or the Company suffer from any
penalty, damage or loss, etc. due to such land, the Transferor shall fully compensate
the Transferee and/or the Company.
	 
	 	11.13	 	When relevant governmental authorities begin to carry out the business of Building
Ownership Certificate, the Transferor shall, on its own expenses, procure the Building
Ownership Certificates for all buildings of the Hydroelectric Project registered under
the name of the Company and deliver the originals of the same to the Transferee.
	 
	 	11.14	 	The Building Lease Contract entered into by the Company and Yang Yinxiu on March
18, 2010 has been in full compliance with the provisions of PRC laws and regulations
without any violation, and all due rental has been fully paid off. The Transferor
warrants that the Company will not suffer from any fines or any other administrative
penalties by relevant governmental authorities due




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	 	 	 	to the lease of such building, in the
event the Transferee and/or the Company suffer from any penalty, damage or loss, etc. due
to the aforesaid lease of building, the Transferor shall assume the liability to fully
compensate Transferee and/or the Company. Except for the aforesaid lease of building, as
of the Delivery Completion Date, the Company does not, neither as lessee nor as lessor,
lease any other moveable assets and real estate such as land, buildings equipments and
facilities, etc.
	 
	 	11.15	 	The selection of the entities for the project survey and design, construction,
substantial equipments and materials purchases and project supervisor have been in
compliance with the regulations of all RPC laws and regulations without any violation,
and the competent water resource authority will not impose any administrative penalty on
the Transferee and/or the Company due to such selection. In the event the Transferee
and/or the Company suffer from any penalty, damage or loss, etc. due to such selection of
the entities for the project survey and design, construction, substantial equipments and
materials purchases and project supervisor, the Transferor shall fully compensate the
Transferee and/or the Company.
	 
	 	11.16	 	During the period between the Signing Date and the Delivery Completion Date
(inclusive), the Transferor shall normally operate and manage the Company and warrant
that there will not be any Material Adverse Change to the operation, business and
conditions of the Company.
	 
	 	11.17	 	As of the Delivery Completion Date, the Company does not have any equity
investment or other investment in any other companies, enterprises, and other economic
organizations, etc. In the event that the Company suffers from any damage or loss due to
such undisclosed equity investment or other investments, the Transferor shall fully
compensate the Transferee and/or the Company.
	 
	 	11.18	 	As of the Delivery Completion Date, other than those securities set out in
Appendix III to this Contract, the Company’s assets and rights are free from any other
security (including but not limited to mortgage, pledge and lien) or




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	 	 	 	any other
restrictions, neither has the Company provided any security (including but not limited to
mortgage, pledge and guarantee, etc.) for any other companies, enterprises, economic
entities or any individuals. In the event that the Company suffers from any damage or
loss due to such undisclosed securities, the Transferor shall fully compensate the
Transferee and/or the Company.
	 
	 	11.19	 	As of the Delivery Completion Date, the electricity fees charging right of the
Company is free from any pledge or other restrictions. In the event that the Transferee
and/or the Company suffer from any damage or loss sue to such pledge or restriction, the
Transferor shall fully compensate the Transferee and/or the Company.
	 
	 	11.20	 	The Company has effectively completed the taxation registration and obtained the
valid taxation registration certificates, and conducted relevant taxation declaration in
accordance with PRC laws, with all contents declared being real and complete. As of June
30, 2010, the Company has fully paid up all taxes required by the PRC laws and
regulations, including but not limited to
enterprise income tax, value-added tax, urban construction tax, water resource fee and
educational surcharges. The Transferor shall assume compensation liabilities for any
unpaid tax and fine to the Transferee and/or the Company so as to hold the Transferee
and/or the Company harmless.
	 
	 	11.21	 	All construction projects of the Company have obtained all requisite governmental
approvals and permits and are strictly complied with and without any violation of the
approvals and permits issued by relevant PRC governmental authorities. In the event that
the Company is punished or suffers from any damage or loss after the completion of the
share transfer by any governmental authority because of any above issue, the Transferor
shall fully compensate the Company and/or the Transferee.
	 
	 	11.22	 	The effectiveness of this Contract will not cause any Third Party to terminate the
contracts or agreements which are concluded with the Company prior to the effective date
(inclusive) of this Contract which are still effective on the




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	 	 	 	effective date of this
Contract, and will not create any security or restriction in any other form favourable to
the Third Party on the assets and/or rights of the Company.
	 
	 	11.23	 	The effectiveness of this Contract will not cause any adverse effect on the
development, operation and assets of the Hydroelectric Project owned by the Company,
neither can or will cause the loss of the development right, operation right, ownership
right and right to profit of the Hydroelectric Project, which has been obtained by the
Company before the effective date of this Contract (inclusive).
	 
	 	11.24	 	The originals of all the material contacts (including, without limitation, the
contracts and relevant supplemental agreements concerning project development, investment
cooperation, land requisition, land compensation, woodland compensation, land lease,
loan, security, counter security, insurance, design, construction, project supervisor,
purchase, sales of certified emission reductions, grid connection and dispatching
agreement, power purchase and sale contracts and relevant supplemental agreements, etc. )
concluded by the
Company prior to the Signing Date of this Contract (inclusive) have been preserved by
the Company in complete form and there have been no violations thereof, and as far as
the Transferor knows, there does not exist any condition which may lead to the violation
by the Company. In case of such circumstances, the Transferor has disclosed to the
Transferee in written form.
	 
	 	11.25	 	The Company’s production technology and procedures are in full compliance with
relevant PRC laws, standards and norms, and there are no illegal actions of infringing
upon intellectual property rights of others, such as patent, know-how, etc. In the event
that the Company suffers from any punishment, damage or loss due to any above issue, the
Transferor shall fully compensate the Company and/or Transferee.
	 
	 	11.26	 	Labour Contracts between the Company and the employees who are still employed by
the Company upon the Signing Date of this Contract have been legally and validly
concluded. The various social insurance premiums, which




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	 	 	 	shall be paid for the employees
according to relevant PRC laws and regulations, have been fully and timely paid up, and
the Company has not delayed any payment of the employees’ social insurance premiums,
salaries, and other welfares provided in PRC laws and the Company’s internal regulations.
As of the Delivery Completion Date, the Company is free from any problem which may lead
the employees to initiate labour arbitrations or lawsuits against the Company. In the
event that the Company and/or Transferee suffer from any punishment, loss or damage due
to the aforesaid reasons, the Transferor shall be liable for the full compensation on the
Transferee and/or the Company.
	 
	 	11.27	 	As of the Signing Date, relevant coordination fees, compensation fees and other
liabilities and obligations, which are payable and assumed by the Company to any Third
Party in accordance with relevant agreements for the purpose of the construction, land
occupation and other issues of the Hydroelectric Project, have been fully paid off or
implemented, and relevant originals of the payment evidences and implementation
supporting documents have been delivered to the Transferee. After the Signing Date, in
the event that
the Company and/or the Transferee suffer from any loss or damage due to the aforesaid
reasons, the Transferor shall be liable for the full compensation on Transferee and/or
the Company.
	 
	 	11.28	 	The Company and/or the Transferee will not suffer from any damage or loss as a
result of being involved of any legal action, arbitration, claim, etc. initiated by
Essent Energy Trading B.V. due to the Company’s termination and/or non-performance and/or
failure to perform the Certified Emission Reduction Purchase and Sale Agreement entered
into between the Company and Essent Energy Trading B.V. on December 7, 2007. In the event
that the Company and/or Transferee suffer from any loss or damage due to the aforesaid
reason, the Transferor shall be liable for the full compensation on the Transferee and/or
the Company. Both Parties hereby confirm that all revenues generated from the Certified
Emission Reduction Purchase and Sale Agreement shall be owned by the Transferor.




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	 	11.29	 	Due to the reasonable needs of its production and operation, the Company has taken
out requisite insurances which are usually purchased by other companies in the same
industry, with all the insurance policies are valid, all the due insurance premiums have
been paid up, and all the other key conditions have been fully fulfilled and complied
with. As of the Delivery Completion Date, there are no conditions which have lead or may
lead the aforesaid insurance policies to be invalid. The aforesaid insurance policies are
free from restrictions from any special or unusual articles. As of the Delivery
Completion Date, there are no situations in which the Company may claim for compensations
from the insurer according to the aforesaid insurance policies.
	 
	 	11.30	 	All the accounts, books, ledgers and financial records of the Company have been
formulated in accordance with the accounting procedures and rules provided by PRC
accounting system, and have been fully, properly and accurately recorded and completed,
which do not involve any material mistake and deviation, truly and precisely reflect all
transactions relating to the Company and show the financial, contractual and other
business conditions of the Company during every financial term.
	 
	 	11.31	 	Any representation and warrant made by the Transferor remain valid within
twenty-four (24) days after the Delivery Completion Date.
	 
	 	11.32	 	In the event that the Transferee and/ or the Company suffers from any loss or
damage due to the Transferor’s violation of any of its warranties and representations
hereunder, the Transferee shall be entitled to directly deduct the corresponding amount
from the Guarantee Fund, which shall not be required to be refunded to the Transferor; in
addition, such compensation shall not prejudice any other rights of the Transferee and/or
the Company to claim for damages against the Transferor in accordance with other
provisions hereof and the laws and regulations of the PRC.
	 
	 	11.33	 	The Transferor undertakes that it will use its best efforts to procure the
confirmation letter issued by the Agricultural Bank of China, Kunming City Changchun
Sub-branch, confirming a) the bank has received the notice




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	 	 	 	regarding the transfer of the
Sale Equity Stake and agreed on such transfer; and b) the bank will not request the
Company to repay the loan in advance.





Chapter V Disclosures, Representations and Warranties by the Transferee




Article 12 Disclosures, Representations and Warranties by the Transferee



The Transferee hereby represents and warrants to the Transferor that:





	 	12.1	 	The Transferee is a limited liability company that has been duly established,
validly and legally in existence and also operated normally in accordance with the laws
and regulations of PRC.
	 
	 	12.2	 	The Transferee in signing this Contract and fulfilling all of its obligations
stipulated herein shall not contravene or result in the violation of or constitute a
failure to fulfil or an inability to fulfil any of the stipulations of Transferee’s
Articles of Association or its internal rules, any laws, regulations, stipulations,
or any authorizations or approvals from any government body or department or any
contract or agreement that Transferee is a party to or is bound by.
	 
	 	12.3	 	No lawsuits, arbitrations, or other legal or administrative proceedings or
governmental investigations are on-going against Transferee that will materially affect
its ability to sign this Contract or fulfil its obligations under this Contract.
	 
	 	12.4	 	The Transferee undertakes that it will do its best to procure the approvals issued
by the Examination and Approval Authority requisite for the transfer of the Sale Equity
Stake contemplated under this Contract prior to May 25, 2010.





Chapter VI Delivery




Article 13 Delivery




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	 	13.1	 	After the Signing Date, the Transferor and the Transferee shall immediately
organize a Delivery Team to actively make preparations for the delivery of the Company
and the Hydroelectric Project.
	 
	 	13.2	 	During the term from the Signing Date to the Delivery Completion Date:






	 	(1)	 	The Transferor shall continue to operate the Company in general and
usual way; the Transferor shall not (or shall not agree to) require the Company to
make any payment to any Third Party, however, excluding the payment which needs to
be made for the general operation purpose and the already determined expenditure
programme (in the event that such payment exceeds RMB 50,000, it shall be subject
to the prior written consent of the Transferee); the Transferor shall not
terminate any agreements or arrangements which have significant value to the
Company, or give up any rights which have significant value;
	 
	 	(2)	 	In the event that the Company intends to enter into any contract,
agreement or memorandum, etc., of which the price, value, liability or
debt (including contingent debt) exceeds the amount of RMB 50,000, the prior
written consent from the Transferee must be procured;
	 
	 	(3)	 	Without the prior written consent of the Transferee, the Transferor
shall not make any material amendments to the financing, loan or security
arrangements of the Company;
	 
	 	(4)	 	The Transferor shall take all reasonable actions to preserve and
protect the assets of the Company; and shall not create any pledge, mortgage and
other type of securities on the assets of the Company, or provide guarantee or
other security to any Third Party;
	 
	 	(5)	 	The Transferor shall not, on behalf of the Company, settle, release
or terminate any material lawsuits, arbitrations or other legal proceedings, or
any material legal liabilities and claims, or give up the rights relating to the
foregoing;




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	 	(6)	 	The Transferor shall not release or write off any debt owed by the
debtor specified in the accounting books of the Company;
	 
	 	(7)	 	The Transferor shall ensure the Company will not enter into any
cooperation, joint venture or other forms of outward equity investment or debt
investment arrangements;
	 
	 	(8)	 	In case of any Material Adverse Change or other conditions which may
cause the representations, warranties or undertakings made by the Transferor to be
false, inaccurate, unrealizable or misleading, the Transferor shall inform the
Transferee in written form within twenty-four (24) hours and provide reasonable
and detailed information and explanation; and
	 
	 	(9)	 	The Transferor or the Company will not take any actions which may
violate the provisions of this Contract or may influence the fulfilment of
the obligations hereunder or the transfer of the Sale Equity Stake contemplated
herein.






	 	13.3	 	The Transferor shall warrant making a full and complete delivery and the Company’s
movable assets and real estate delivered to the Transferee shall not be decreased or
damaged comparing with those listed in Appendix IV to this Contract. Otherwise, the
Transferor shall fully compensate the Transferee and/or the Company.
	 
	 	13.4	 	The delivery includes but not limited to:






	 	(1)	 	The production, operation and management of the Company and the
Hydroelectric Project;
	 
	 	(2)	 	Delivery of financial affairs;




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	 	(3)	 	The Company’s seals, such as the official seal, financial seal
and contract seal, etc. shall be delivered to the Transferee;
	 
	 	(4)	 	The originals of the accounts opening documents and seals for
all the bank accounts of the Company shall be delivered to the Transferee;
	 
	 	(5)	 	The Transferor and the Transferee shall check and verify all
the assets (including but not limited to the real estate and movable assets) of
the Company in accordance with the real estate and movable assets list of
Appendix IV, make a list of the Company’s assets, and complete the delivery
with the representatives of both the Transferor and the Transferee signed and
confirmed on site; during the checking and verifying of the assets, the
Transferor shall compensate for the damaged assets by reference to the assessed
value;
	 
	 	(6)	 	Originals of all approvals, certificates, licences, customer
information and other materials shall be delivered to the Transferee, which
shall
be no less than those materials set out in the materials list delivered to and
confirmed by the Transferee as provided in Appendix I;
	 
	 	(7)	 	Originals of all the project drawings, contracts and agreements
(including but not limited to grid connection and dispatching agreement, power
purchase and sale contract, project contract, equipment contract, installation
contract, project supervisor contract, materials contract, loan contract and
mortgage contract) and other files shall be delivered to the Transferee;
	 
	 	(8)	 	Originals of all the financial accounting books, financial
vouchers and the fiscal files shall be delivered to the Transferee;
	 
	 	(9)	 	The Transferor shall deliver the specific technologies of the
parties to the Hydroelectric Project contracts, such as the parties of
construction, equipment manufacture, design, supervision, quality examination,
etc. to the Transferee; and




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	 	(10)	 	The delivery of other materials and files of the Company.






	 	13.5	 	The delivery shall be completed within five (5) Working Days after the Payment
Date, the completion of which shall be confirmed in writing by the Transferee. The
Delivery Completion Date shall be the issuance date of the written confirmation by the
Transferee.
	 
	 	13.6	 	After the completion of the delivery, as for the reasonable request of further
delivery raised by the Transferee in writing, the Transferor shall cooperate actively.
	 
	 	13.7	 	The Transferor shall make sure the continuity, stability and safety of the
production and operation of the Company during the process of delivery.
	 
	 	13.8	 	The Transferor shall fully cooperate so as to complete the delivery. In the event
that the Transferee or the Company after the transfer of the Sale Equity
Stake suffers from any damage due to the Transferor’s non-cooperation, the Transferor
shall be liable for the compensation in accordance with law.





Chapter VII Debt Arrangement and Employees Relocation




Article 14 Debts Arrangement





	 	14.1	 	Both Parties confirm that as of the Delivery Completion Date, the banking debts of
the Company shall be in the total amount of RMB 55,000,000, and the Company will continue
to undertake such loans after the completion of the transfer of the Sale Equity Stake.
All creditor’s right and other debts incurred prior to the Delivery Completion Date shall
be enjoyed and assumed by the Transferor and the Transferee and/or the Company shall not
be liable unless otherwise agreed by the Parties.




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	 	14.2	 	After the completion of the transfer of the Sale Equity Stake, except for the
banking debt in the amount of RMB 55,000,000 listed out in the above Article 14.1, the
Transferee shall not assume any other liabilities for the other debts of the Company
before the Delivery Completion Date. In the event that the Company and/or the Transferee
suffer from any damage or loss due to such debts, the Transferor shall assume the
liability to fully compensate the Company and/or the Transferee.





Article 15 Relocation of Employees





	 	15.1	 	Upon the completion of the transfer of the Sale Equity Stake, the Transferee shall
be entitled to choose to employ excellent employees from the current employees of the
Company. The terms and conditions of their employment shall be determined by reference to
the standards applied in the other domestic project companies currently owned by the
Transferee in principle and implemented in accordance with the Labour Law of the PRC, the
Labour Contract Law of the PRC and its implementation regulations and other relevant PRC
laws and regulations. The Company shall execute new labour
contracts with the employees and the Transferor shall be responsible for the relocation
of those employees who are not re-employed by the Company.
	 
	 	15.2	 	The Transferor undertakes and warrants that it will properly relocate the employees
who are fired or not re-employed by the Company and shall ensure that such employees will
not make any trouble against the Company, nor will apply for arbitration, bring lawsuit
or any other administrative or judicial proceedings against the Company. The Transferor
shall make sure that the Company will not be punished by any competent governmental
authority or incur any other adverse effect due to the relocation of the aforesaid
employees.
	 
	 	15.3	 	The Transferor undertakes and warrants that all compensation, indemnity, costs and
any other expenses in connection with the relocation of the employees of the Company
shall be assumed by the Transferor itself. In the event that the Company and/or the
Transferee suffer from any damage or loss, the Transferor shall be liable for the full
compensation on the Company and/or the Transferee.




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Chapter VIII Confidentiality




Article 16 Confidentiality





	 	16.1	 	Unless otherwise provided for in another relevant confidentiality agreement, with
regard to the confidential and exclusive information that have been disclosed to or may
be disclosed to the other Parties by any Party to this Contract pertaining to their
respective businesses, or financial situations and other confidential matters, both
Parties to this Contract which have received the aforesaid confidential information
(including written information and non-written information, hereinafter referred to as
“Confidential Information”) shall:






	 	16.1.1	 	Keep the aforesaid Confidential Information confidential;
	 
	 	16.1.2	 	Save for the disclosure of the Confidential Information by a Party to this Contract
to its employees solely for the performance of their duties and responsibilities,
none of the Parties to this Contract shall disclose the Confidential Information to
any Third Party or any entity.






	 	16.2	 	The provisions of the aforesaid Article 16.1 shall not apply to Confidential
Information:






	 	16.2.1	 	which was available to the receiving Party from the written records made by the
receiving Party and was approved to be known by the receiving Party by the written
records before the disclosing Party disclosed the information to the receiving Party;
	 
	 	16.2.2	 	which has become public information by means not attributable to any breach by the
receiving Party;




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	 	16.2.3	 	which was obtained, by the receiving Party from a Third Party not subject to any
confidentiality obligation to the said Confidential Information.






	 	16.3	 	As far as any natural person or legal entity which is a Party to this Contract is
concerned, notwithstanding that it has ceased to be a Party to this Contract because of
the transfer of its rights and obligations pursuant to the terms of this Contract, the
stipulations set out in this Chapter IIX shall remain binding on it.





Chapter IX Breach of Contract




Article 17 Liability for Breach of a Representation or Warranty





	 	17.1	 	If any representation or warranty made by any Party to this Contract is found to be
an error, or if any fact that has or is likely to have a major or substantial
effect on the signing of this Contract by any Party has been omitted, or if any
representation or warranty is found to be misleading or untrue in any respect, the
non-breaching Party shall be entitled to require the Party in breach for full
compensation for any loss, damage, cost or expense arising from the erroneous,
misleading or untrue representation or warranty of the Party in breach or arising from
any other breach of any representation and warranty given by the Party in breach.
	 
	 	17.2	 	Each representation and warranty set out in this Contract is to be construed
independently.





Article 18 Liability for Breach of Contract





	 	18.1	 	In the event of a breach committed by any Party to this Contract, the said
defaulting Party shall be liable to the other Party for the losses and damages or any
other liabilities arising out of that defaulting Party’s breach of contract in accordance
with the provisions of this Contract and the laws and regulations of PRC. In the event
both Parties commit the breach of contract, one Party shall assume the liability to
compensate the loss or damage or other obligations for the other Party.




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	 	18.2	 	In the event that the undisclosed issues by the Transferor prior to the signing of
this Contract, which may influence the legal existence of the Company and the
Hydroelectric Project, actually influence the legal existence of the Company or the
Hydroelectric Project after the share transfer hereunder, the Transferee shall be
entitled to terminate this Contract and to require the Transferor to refund the full
amount of the Transfer Price which has been paid by the Transferee and to pay three
percent (3%) of the Transfer Price as liquidated damages. In addition, the Transferee
shall be entitled to resort to other claims in accordance with the PRC laws.
	 
	 	18.3	 	Any violation of the obligations, representations and warranties under this
Contract by any Party of the Transferor and the Transferee shall constitute a
breach of contract, and the defaulting Party shall assume the liability to compensate
all the losses due to the breach of contract to the other Party.
	 
	 	18.4	 	Any delayed performance of the obligations and provisions under this Contract by
any Party of the Transferor or the Transferee shall constitute a breach of contract;
however, the delayed performance or non-performance due to the other Party’s advance
performance obligation shall not constitute a breach of contract.
	 
	 	 	 	The defaulting Party with delay in performance of the Contract shall pay
the liquidated damages per day in the amount of the Transfer Price multiplied by
the one-year bank loan rate announced by the People’s Bank of China to the
non-defaulting Party; in the event that the defaulting Party delays to perform the
Contract over thirty (30) Business Days, the non-defaulting Party shall be
entitled to terminate the Contract, and to require the defaulting Party to pay one
percent (1%) of the Transfer Price as liquidated damages. The procurement of the
liquidated damages shall not prejudice the non-defaulting Party’s right to claim
for other legal remedies in accordance with other provisions of this Contract and
the PRC laws and regulations.




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Chapter X Force Majeure




Article 19 Force Majeure





	 	19.1	 	“Force Majeure” refers to earthquake, typhoon, flood, fire, war, political unrest
and such special incidents or events that are deemed to be Force Majeure occurrences
under the provisions of the relevant laws and regulations of PRC.
	 
	 	19.2	 	In case of occurrence of a Force Majeure event, the obligations of the Party to
this Contract affected by this Force Majeure event shall cease during the period of the
Force Majeure event and any term or period set out in this Contract to which the affected
party is subject shall automatically be extended
by a period equal to the term or period of the Force Majeure event, the period of
extension shall be the same as the period of cessation of the obligations by reason of
the Force Majeure event, and the said Party shall not be liable for any losses and
damages or any other liabilities arising out of a breach of contract as provided for in
this Contract for the duration of the Force Majeure.
	 
	 	19.3	 	The Party claiming the occurrence of a Force Majeure event shall promptly inform
the other Party in writing, and within seven (7) days thereafter, it shall provide
sufficient evidence issued by the notary organization of the occurrence and the
continuity of the Force Majeure event. It shall also do its best to eliminate the adverse
effect of the Force Majeure event.





Chapter XI Resolution of Disputes




Article 20 Arbitration





	 	20.1	 	Any dispute arising out of or in connection with this Contract between the Parties
to this Contract shall firstly be resolved through friendly consultation. In the event
that thirty (30) days after the commencement of the friendly consultations, the dispute
cannot be resolved through such means, either Party




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	 	 	 	may submit the dispute to the China
International Economic and Trade Arbitration Commission South China Sub-Commission for
arbitration in accordance with its prevailing valid arbitration rules. The place for
arbitration shall be in Shenzhen.
	 
	 	20.2	 	The arbitration tribunal shall consist of three (3) arbitrators and the arbitrators
shall be proficient in both English and Chinese Languages.





Article 21 Validity of the Arbitration Award





The arbitration award shall be final and shall be binding on both Parties to this Contract. Both
Parties to this Contract agree to be bound by the said award, and to act according to the terms of
the said award.



Article 22 Continuation of Rights and Obligations





After a dispute has arisen and during its arbitration process, other than the disputed matter,
both Parties to this Contract shall continue to exercise their other respective rights stipulated
in this Contract, and shall also continue to fulfil their other respective obligations stipulated
in this Contract.



Chapter XII Applicable Law




Article 23 Applicable Law





The laws and regulations of the PRC shall govern and be binding on the establishment, validity,
interpretation and execution of this Contract. All disputes arising out of or in connection with
this Contract shall be determined according to the laws of the PRC. In the event the laws of the
PRC do not make provision for a certain issue relating to this Contract, reference shall be made
to the general international business practice.


Chapter XIII Miscellaneous



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Article 24 Waiver





The non-exercise or delay in the exercise of an entitlement stipulated in this Contract by any
Party to this Contract shall not be regarded as a waiver of the said entitlement. Any single
exercise or partial exercise of an entitlement shall not rule out any future re-exercise of the
said entitlement.



Article 25 Transfer





Unless otherwise described and prescribed in this Contract, without the prior written consents
from the other Party or the written approvals from the Examination and Approval Authority as
required by laws, none of the Parties to this Contract shall transfer or assign that Party’s
entitlement or obligations as stipulated in this Contract.



Article 26 Amendment





	 	26.1	 	This Contract has been executed for the benefit of both Parties to this Contract
and their respective lawful successor(s) and assignees, and shall have legal binding
effect on them.
	 
	 	26.2	 	This Contract may not be amended verbally. Only both of the written document signed
by both Parties indicating their consent to such amendment and the written approval of
the Examination and Approval Authority, shall any amendment to this Contract become
effective.





Article 27 Severability





The invalidity of any term in this Contract shall not affect the validity of the other terms in
this Contract.



Article 28 Language





This Contract shall be executed in both Chinese Language and English Language. In case of any
inconsistency between the Chinese Language and the English Language, the Chinese Language shall
prevail.



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Article 29 Validity of the Contract and Appendices





	 	29.1	 	This Contract, being executed by both Parties, shall become effective on the
approval date by the Examination and Approval Authority. The Chinese text of this
Contract shall be signed in five (5) sets of original. Each Party shall each hold one (1)
set of original, and one (1) set of original shall be sent to the Examination and
Approval Authority and other governmental authorities as required. The remaining
originals shall be filed and kept by the Company.
	 
	 	29.2	 	The English text of this Contract shall be signed in five (5) sets of original and
one (1) set of original each shall be sent to the Examination and Approval Authority and
any governmental authorities as required. The remaining originals shall be filed and kept
by the Company.
	 
	 	29.3	 	The Appendices to this Contract shall form an integral part of this Contract, and
shall have the same effect as this Contract.





Article 30 Notification





	 	30.1	 	Unless otherwise specified and prescribed, any Party issuing any notification or
written communication to the other Party according to the provisions of this Contract
shall have them written in the Chinese and English Language and shall send them as a
letter by a courier service company or by facsimile. Letters sent by a courier service
company will require a confirmation to be given seven (7) Working Days after handing over
the notification or communication to the courier service company. Any notification or
written communication sent in accordance with the stipulations of this Contract shall be
deemed to be effective on the date of receipt. If they are sent by facsimile, the date
of receipt shall be deemed to be three (3) Working Days after transmission, subject to a
facsimile confirmation report evidencing this.
	 
	 	30.2	 	All notifications and communications shall be sent to the following addresses,
until such time when the other Party issues a written notice of any change to its
address:




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	 	 	Transferee’s Address:	 	 25B, New Poly Plaza, No.1 Chaoyangmen North St., Dongcheng District, Beijing
	 

	 	Telephone Number:
	 	010-6492 8483
	 

	 	Facsimile Number:
	 	010-6496 1540
	 

	 	Addressee:
	 	Jin Lei
	 
	 	 	 	 
	 	 	The Transferor’s Address : 	 	 8th Floor, Minnan Plaza, Hubin South Road, Xiamen City
	 

	 	Telephone Number:
	 	0592-5831088
	 

	 	Facsimile Number:
	 	0592-5831299
	 

	 	Addressee:
	 	Mao Chengwen






Article 31 The Entire Agreement





This Contract constitutes the entire agreement of both Parties to this Contract pertaining to the
transaction agreed upon in this Contract, and shall replace all the previous discussions,
negotiations and agreements between both Parties to this Contract in respect of the transaction of
this Contract.



(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)






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IN WITNESS WHEREOF, the duly authorised representatives of Party A and Party B have signed this
Contract on the date first above written.




	 	 	 

	Party A:

	 	Fujian Huabang Hydroelectric Investment Co., Ltd.
	 

	 	(Stamp)
	 
	 	 
	Authorized Representative (Signature): /s/ James Li 
	               
           
                    
               /s/ Gan Wu 

	 
	 	 
	Party B:

	 	Yunnan Minhe Hydroelectric Investment Co., Ltd.
	 

	 	(Stamp)
	 
	 	 
	Authorized Representative (Signature): /s/ Zhang Zimin 









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Appendix I Conditions Precedent




Conditions Precedent





The Transferor hereby confirms and warrants that it shall, on its own expenses, complete all
of the following conditions precedent:




	 	(1)	 	To enter into the extension agreement on the Power Purchase and Sale Contract on
Outbound Transmission to Provincial Grid Output (purchaser’s contract number: Yun Dian Nu
Ying Gou Shou Dian He Tong [2009] No.26/Power Wheeling Party Contract number: YH2009011)
with Yunnan Grid Corporation Nujiang Power Supply Bureau and Yunnan Nujiang Power Grid
Co., Ltd. and to enter into the extension agreement on the Power Purchase and Sale
Contract (contract number 2009004); or procure the confirmation letter respectively
issued by Yunnan Grid Corporation Nujiang Power Supply Bureau and Yunnan Nujiang Power
Grid Co., Ltd., confirming the Power Purchase and Sale Contract on Outbound Transmission
to Provincial Grid Output (purchaser’s contract number: Yun Dian Nu Ying Gou Shou Dian He
Tong [2009] No.26/Power Wheeling Party Contract number: YH2009011) is still valid and
they will continue to perform such contract and to obtain the confirmation letter issued
by Yunnan Nujiang Power Grid Co., Ltd., confirming that the Power Purchase and Sale
Contract (contract number 2009004) is still valid and it will continue to perform such
contract;
	 
	 	(2)	 	To deliver the list of all documents, vouchers and other materials of the Company
to the Transferee, including, without limitation, the financial vouchers, accounting
books, approvals, certificates, permits, customers information, all contracts and
agreements signed by the Company, employees materials, etc.;




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	 	(3)	 	To provide the preliminary design report of the Hydroelectric Project and relevant
approvals;
	 
	 	(4)	 	To provide the original of the insurance policy for the property comprehensive
insurance, which is still within the valid term and taken out by the Company for the
whole assets of the Latudihe Hydropower Station, and the payment vouchers for the
insurance premium; both Parties confirm that the insurance premium prior to the Delivery
Completion Date shall be assumed by the Transferor and the insurance after the Delivery
Completion Date shall be assumed by the Transferee; and
	 
	 	(5)	 	To provide the overall completion acceptance report and relevant approvals.






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