EX-4.75






Exhibit 4.75




Power
Purchase Contract




(Contract Number: De Dian Si 2009-079)




(Binglangjiang Expanded Power Station)




Power Purchaser: Dehong Power Supply Co., Ltd.




Power Seller: Yunnan Huabang Electric Power Development Co., Ltd.




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POWER PURCHASE CONTRACT




(Contract Number: 2009- 079)




	 	 	 	 	 	 	 
	CHAPTER I
	 	DEFINITIONS AND INTERPRETATIONS	 	 	4	 
	 
	 	 	 	 	 	 
	CHAPTER II
	 	REPRESENTATIONS BY THE PARTIES	 	 	8	 
	 
	 	 	 	 	 	 
	CHAPTER III
	 	OBLIGATIONS OF THE PARTIES	 	 	9	 
	 
	 	 	 	 	 	 
	CHAPTER IV
	 	PURCHASE AND SALE OF THE ELECTRIC POWER	 	 	11	 
	 
	 	 	 	 	 	 
	CHAPTER V
	 	ON-GRID ELELCTRICITY TARIFF	 	 	14	 
	 
	 	 	 	 	 	 
	CHAPTER VI
	 	METERING OF ELECTRIC POWER	 	 	14	 
	 
	 	 	 	 	 	 
	CHAPTER VII
	 	CALCULATION OF ELECTRICITY OUTPUT	 	 	18	 
	 
	 	 	 	 	 	 
	CHAPTER VIII
	 	SETTLEMENT AND PAYMENT OF ELECTRICITY FEES	 	 	19	 
	 
	 	 	 	 	 	 
	CHAPTER IX
	 	FORCE MAJEURE	 	 	23	 
	 
	 	 	 	 	 	 
	CHAPTER X
	 	UNPLANNED OUTAGE	 	 	25	 
	 
	 	 	 	 	 	 
	CHAPTER XI
	 	LIABILITY FOR BREACH OF CONTRACT	 	 	26	 
	 
	 	 	 	 	 	 
	CHAPTER XII
	 	EFFECTIVINESS AND VALID TERM OF THIS CONTRACT	 	 	27	 
	 
	 	 	 	 	 	 
	CHAPTER XIII
	 	APPLICABLE LAW	 	 	27	 
	 
	 	 	 	 	 	 
	CHAPTER XIV
	 	AMENDMENT, ASSIGNMENT AND TERMINATION  OF THIS CONTRACT	 	 	28	 
	 
	 	 	 	 	 	 
	CHAPTER XV
	 	DISPUTES RESOLUTION	 	 	29	 
	 
	 	 	 	 	 	 
	CHAPTER XVI
	 	MISCELLANEOUS	 	 	30	 
	 
	 	 	 	 	 	 
	APPENDIX I: MAJOR TECHNICAL PARAMETERS OF THE POWER PLANT (OMITTED)

	 	 	 	 
	 
	 	 	 	 	 	 
	APPENDIX II: DIAGRAM FOR MAJOR WIRING AND METERING POINTS OF THE POWER
PLANT (OMITTED)
	 	 	 	 
	 
	 	 	 	 	 	 
	APPENDIX III: THE ANNUAL ALLOWABLE PLANNED OUTAGE HOURS FOR EACH GENERATOR
UNIT OF THE POWER PLANT (OMITTED)
	 	 	 	 






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This Power Purchase Contract (hereinafter referred to as “this Contract”) was executed by and
between the following Parties:



Power Purchaser: Yunnan Dehong Electric Power Co., Ltd., a company conducting the business
of grid operation, which was registered and established with the Administration for Industry and
Commerce of Yunnan Province. It has procured the Power Transmission Permit (number:
Dian Bing—024) issued by the Power Regulatory Department of Yunnan Province Economic
and Trade Commission. Its Tax Registration Certificate number is 533103713470352, the
registered address is at No. 99, Central Section of Mangshi Avenue, and the legal
representative is Yue Zhiqiang.



Power Seller: Yunnan Huabang Electric Power Development Co., Ltd., a legal entity
conducting the business of power generation, which was registered and established with the
Administration for Industry and Commerce of Dehong Prefecture. It has procured the Power
Generation Permit (number: 1063008-00218) issued by the Power Regulatory Department of
Kunming City for the Power Plant (units) referred to in this Contract. Its Tax Registration
Certificate number is 533123757168171, the registered address is at Xincheng Township,
Yingjiang County, and the legal representative is John D. Kuhns.



The mail address and bank account information provided by the Parties are set out as follows:




Name of Power Purchaser: Dehong Power Supply Co., Ltd.




Addressee: Power Marketing Department




E-mail Address:                        
                     
                     




Telephone Number: 8893228     Facsimile Number: 8893228     Post Code: 678400




Mail Address: No. 99, Central Section of Mangshi Avenue, Luxi City




Account Name: Dehong Power Supply Co., Ltd.




Opening Bank: Agricultural Bank of China, Dehong Prefecture Branch




Account Number: 139801040001427




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Name of Power Seller: Yunnan Huabang Electric Power Development Co., Ltd.




Addressee: Tong Weiwei




E-mail Address:                               
                              
           




Telephone Number: 0692-2127078     Facsimile Number: 0692-2127078     Zip Code: 678400




Mail Address: 4th Floor, No. 20 Baobo Road, Luxi City




Account Name: Yunnan Huabang Electric Power Development Co., Ltd.




Opening Bank: Agricultural Bank of China, Yingjiang County Sub-branch Chengguan Office




Account Number: 135601040001268




WHEREAS,





	(1)	 	The Power Seller is currently owning and operating the Binglangjiang Expanded
 Power Plant (hereinafter referred to as the “Power Plant”) with the installed capacity of
20,000 KW in Yingjiang County.






	(2)	 	The Power Plant has been connected to the power grid operated and administrated by the Power
Purchaser.




After friendly consultations, on the principles of equality, free will and good faith, both Parties
hereto have reached this Contract in accordance with the Contract Law of the People’s Republic of
China, the Electric Power Law of the People’s Republic of China, the Regulations on the
Administration of the Dispatching of Power Grids and other relevant laws and regulations of the
People’s Republic of China.




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CHAPTER I DEFINITIONS AND INTERPRETATIONS





	1.1	 	Unless otherwise required by the context, the terms used in this Contract shall be defined as
follows:
	 
	1.1.1	 	“Power Plant” refers to the power generation facilities with all auxiliary facilities
stretching to the demarcation point of property rights with the installed capacity of 20,000
KW (the unit capacity is 10,000 KW, with 2 installed units, namely, 
 unit 1 and unit 2), which are owned and operated by the Power Seller and located in
Xincheng Town.
	 
	1.1.2	 	“Annual Actual On-grid Output” refers to the annual electricity output transmitted to the
Power Purchaser by the Power Seller at the Metering Point. The unit for metering the
electricity output is kwh.
	 
	1.1.3	 	“Annual Contractual On-grid Output” refers to the annual on-grid electricity output
stipulated in Article 4.1hereof.
	 
	1.1.4	 	“Annual (Monthly) Accumulated Electricity Purchase Output” refers to the electricity
purchase output stipulated in Article 4.4.1 hereof.
	 
	1.1.5	 	“On-grid Electricity Output during Commissioning Period” refers to the on-grid electricity
output generated by the Power Plant during the period between the initial grid connection date
of different generator units and the formal delivery for commercial operation.
	 
	1.1.6	 	“Planned Outage” refers to the status of the generator units of the Power Plant during the
planned overhaul period, including the general overhaul, the repair, the public system planned
overhaul, and the holiday repairing and the elimination of defects during off-peak period
required by the Power Purchaser (power dispatching organization), etc. The permitted Planned
Outage hours for each generator unit of the Power Plant per year are set out in Appendix III
hereto.




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	1.1.7	 	“Unplanned Outage” refers to the unavailable condition of the generator units of the Power
Plant which are not during the Planned Outage period. Based on the urgency of outage, the
Unplanned Outage can be classified as the following five categories: (1) immediate outage; (2)
the outage which could be delayed for a short while but must exit within six hours; (3) the
outage which could be postponed over six hours but must exit within seventy-two hours; (4) the
outage which could be deferred over seventy-two hours but must exit before the next Planned
Outage; and (5) the prolonged outage which is exceeding the time limit of the Planned Outage.
	 
	1.1.8	 	“Forced Outage” refers to the aforesaid (1), (2) and (3) categories of Unplanned Outage in
Article 1.1.7.
	 
	1.1.9	 	“Available Hours” refers to the hours for the units under available conditions, which are
the sum of service hours and reserve hours.
	 
	1.1.10	 	“Equivalent Unit Derated Outage Hours” refers to the outage hours calculated by the
nameplate capacity which are converted from the derated hours.
	 
	1.1.11	 	“Equivalent Available Factor” refers to the proportion of the difference between the
Available Hours and the Equivalent Unit Derated Outage Hours to the period hours. In respect
of Unit 1 and Unit 2, in the overhaul years is 40 days, in the non-overhaul
years is 20 days; and the Equivalent Available Factors for other units are
respectively \.
	 
	1.1.12	 	“Equivalent Unplanned Outage Hours” refers to the sum of the Unplanned Outage Hours and the
unplanned Equivalent Unit Derated Outage Hours.
	 
	1.1.13	 	“Power Purchaser’s Reason” refers to the requirements or liabilities of the Power Purchaser,
including, without limitation, the liabilities of Power Purchaser for the




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	 	 	enlargement of accident due to its failure to comply with relevant national regulations and
standards, etc.
	 
	1.1.14	 	“Power Seller’s Reason” refers to the requirements or liabilities of the Power Seller,
including, without limitation, the liabilities of the Power Seller for the enlargement of
accident due to its failure to comply with relevant national regulations and standards, etc.
	 
	1.1.15	 	“Metering Point” refers to the point where the electric power metering device is installed
indicated in the Appendix II hereto. Generally speaking, the Metering Point shall be set at
the demarcation point of property right of the Parties; in the event that the metering devices
cannot be installed at the demarcation point of property rights, the installation place shall
be determined by both Parties through consultation.
	 
	1.1.16	 	"Emergencies” refers to the accidents occurred to the power grid or material accidents
occurred to the power generation or power supply facilities; 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 operational situations which threaten the safety of the grid
operation, may destroy the grid stability and eventually lead to the collapse of the grid or
even power interruption in a vast area.
	 
	1.1.17	 	“Technical Parameter” refers to the technical restrictive conditions for electric power
utilities (including the equipments of the Power Plant and the facilities for grid connection)
listed out in Appendix I hereto.
	 
	1.1.18	 	“Working Day” refers to the calendar days excluding statutory holidays and vacations. In the
event that the agreed payment date is not a Working Day, then the payment date shall be
correspondingly postponed to the next Working Day.




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	1.1.19	 	“Force Majeure” refers to the objective events which are unforeseen, unavoidable and
insurmountable, including volcano eruptions, tornados, tsunamis, snowstorms, mudslide,
landslide, flood, fire, failure of the water inflows to meet the designed standards,
earthquakes, typhoons, thunder and lightening, fog flash, etc. beyond the designed standards,
and nuclear radiation, wars, plagues and riots, etc.
	 
	1.2	 	Interpretations
	 
	1.2.1	 	All headings hereof are only for the convenience of reading and shall not affect the
interpretation of this Contract in any way.
	 
	1.2.2	 	The Appendices to this Contract shall have the same legal effect as the formal text of this
Contract.
	 
	1.2.3	 	Unless otherwise agreed by the Parties, this Contract shall have the same binding force on
the legitimate successors or assignees of the Parties.
	 
	 	 	In case of situations prescribed in the above Article, relevant obligors shall fulfill
requisite notification obligations and complete relevant legal procedures in accordance
with law.
	 
	1.2.4	 	Unless otherwise required by the context, the day, month and year referred to in this
Contract shall be the day, month and year of the Gregorian calendar.
	 
	1.2.5	 	The words “include”, “includes” or “including” shall mean including without limitation.







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CHAPTER II REPRESENTATIONS BY THE PARTIES




Any Party hereby represents to the other Party that:





	2.1	 	It is an enterprise that has been duly established and validly and legally in existence in
accordance with law, and has the full right to enter into and the ability to perform this
Contract.
	 
	2.2	 	All procedures required for entering into and performing this Contract (including procuring
requisite governmental approvals, business license and power business permit, etc.) have been
accomplished and are legal and valid.
	 
	2.3	 	Upon entering into this Contract, 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
Contract.
	 
	2.4	 	All internal authorization procedures required for executing this Contract have been
accomplished and this Contract is signed by its legal representative or authorized proxy. This
Contract shall have the binding force on both Parties of this Contract after it comes into
effect.





CHAPTER
III OBLIGATIONS OF THE PARTIES





	3.1	 	The Power Purchaser’s obligations shall include the following:
	 
	3.1.1	 	To purchase the electric power generated by the Power Plant of the Power Seller in
accordance with the provisions of this Contract.
	 
	3.1.2	 	To abide by the Grid Connection and Dispatching Agreement entered into by the Parties,
operate and maintain the power transmission and transformation facilities in




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	 	 	accordance with relevant national standards and electric power industrial standards, and
maintain the safety, high quality and economic operation of the electric power system.
	 
	3.1.3	 	To dispatch the electric power and disclose information publicly, justly and fairly
according to relevant regulations of the State and to provide information relating to the
power load, reserved capacity and operational conditions of power transmission and
transformation facilities, etc.
	 
	3.1.4	 	To provide electric power to the Power Seller for restarting the generator units of the
Power Plant according to relevant national regulations or mutual agreements.
	 
	3.1.5	 	To compensate the Power Seller for the reasonable fees arising from the paid assistant
services provided by the Power Seller upon the request of the Power Purchaser according to
relevant national regulations.
	 
	3.2	 	The Power Seller’s obligations shall include the following:
	 
	3.2.1	 	To sell to the Power Purchaser the electric power that satisfies the national standards and
the electric power industrial standards in accordance with the provisions of this Contract.
	 
	3.2.2	 	To abide by the Grid Connection and Dispatching Agreement entered into by the Parties,
comply with the unified dispatch of electric power, operate and maintain the Power Plant
according to national standards, the electric power industrial standards and the dispatching
codes, ensure the operational abilities of the power generation units satisfy the technical
standards and rules issued by relevant departments of the State, and maintain the safety, high
quality and economic operation of the electric power system.




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	3.2.3	 	To provide the Power Purchaser with the reliability index and the operational conditions for
the units of the Power Plant on a monthly basis, provide information concerning the defects of
facilities in a timely fashion, regularly provide the overhaul plan for the units of the Power
Plant, and strictly implement the overhaul plan for the generator units of the Power Plant
which has been comprehensively arranged and balanced by the Power Purchaser and determined by
the Parties through consultations.
	 
	3.2.4	 	To compensate the Power Purchaser for the reasonable fees arising from the paid assistant
services provided by the Power Purchaser upon its request according to relevant national
regulations.
	 
	3.2.5	 	Not to conduct the business of supplying power directly to the consumers without the
approvals from relevant authorities of the State.





CHAPTER IV PURCHASE AND SALE OF THE ELECTRIC POWER





	4.1	 	Annual Contractual On-grid Electricity Output: the Annual Contractual On-grid Electricity
Output shall be determined in the supplemental agreement through consultations.
	 
	4.2	 	Equivalent Available Factor: shall be determined in the annual supplemental agreement.
	 
	4.3	 	The Allowable Deviation for Actual Electricity Generation Power
	 
	 	 	During any period of time, the allowable deviation range between the actual electricity
generation power of the Power Plant and the power determined by the daily electricity
generation dispatching plan curve (including the interim adjustment




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	 	 	curve) released by the electric power dispatching agency shall be: from negative 3% to
positive 3%.






	4.4	 	Accumulated Electricity Purchase Output and Surplus or Deficiency of Electricity Purchase
Output
	 
	4.4.1	 	The sum of annual (monthly) electricity output generated by the output within the allowable
deviation range prescribed in Article 4.3 of the Power Plant’s units and the electricity
output generated by the output beyond the allowable deviation range prescribed in Article 4.3
due to Power Purchaser’s Reason, plus the electricity output generated by the output of the
Power Plant’s units on other conditions which conform to the requirements of the dispatching
instructions equals to the Annual (Monthly) Accumulated Electricity Purchase Output. The
difference between the Annual (Monthly) Accumulated Electricity Purchase Output and the Annual
(Monthly) Contract On-grid Electricity Output shall be the annual (monthly) surplus or
deficient electricity purchase output of the Power Purchaser.
	 
	4.4.2	 	Annual (Monthly) Accumulated Electricity Purchase Output shall be settled according to the
on-grid tariff prescribed in Article 5.2 hereof.
	 
	4.4.3	 	At the end of each contract year, in the event that the Annual Accumulated Electricity
Purchase Output of the Power Purchaser is less than the Annual Contractual On-grid Electricity
Output, the Power Purchaser shall pay the liquidated damages to the Power Seller for the
deficiency of Annual Electricity Purchase Output according to the result calculated by the
following formula:
	 
	 	 	The Deficiency of Annual Electricity Purchase Output=Annual Contractual On-grid
Electricity Output — Annual Accumulated Electricity Purchase Output — The Deficiency of
Electricity Generation Output of that year due to Force Majeure occurred to the Power
Seller—The Deficiency of Electricity Generation Output of




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	 	 	that year due to the Breach of Contract of the Power Seller






	 	 	[Wherein: Accumulated Electricity Purchase Output=Actual On-grid Output—The Surplus
of Electricity Generation Output due to the Breach of Contract of the Power Seller]
	 
	 	 	Liquidated Damages for the Deficiency of Annual Electricity Purchase Output =The
Deficiency of Annual Electricity Purchase Output × The On-grid Tariff approved by the Local
Price Regulatory Authority
	 
	4.5	 	The Surplus or Deficiency of Electricity Generation Output due to Breach of Contract
	 
	4.5.1	 	At any period of time, in the event that the Power Seller violates the dispatching
instructions to generate electricity or fail to generate electricity, or violates the
dispatching instructions to generate electricity on the condition exceeding the allowable
deviation range, the incurred surplus or deficient electricity generation output shall be the
surplus or deficiency of electricity generation output of the Power Seller due to breach of
contract. The surplus or deficiency of electricity generation output due to breach of contract
shall be caused by the following three conditions: (1) the surplus or deficiency of
electricity generation output caused by the Power Seller’s unauthorized start-up or shut-down
of the units without the consent of the Power Purchaser; (2) the surplus or deficiency of
electricity generation output caused by the electricity generation by the Power Plant on the
condition exceeding the allowable deviation range prescribed in Article 4.3 which has been
warned by the Power Purchaser, or by the continuous electricity generation on the condition
exceeding the allowable deviation range prescribed in Article 4.3 for over five (5) minutes;
(3) the surplus or deficiency of electricity generation output due to the Power Seller’s
failure to perform the dispatching instructions of reducing or adding the unit output under
Emergencies.




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	4.5.2	 	The Power Purchaser shall not settle the surplus electricity generation output due to the
breach of contract of the Power Seller; in the meanwhile, the Power Seller shall pay to the
Power Purchaser the liquidated damages for the surplus electricity generation output.
	 
	 	 	Liquidated Damages for Annual Surplus Electricity Generation Output=The Annual Surplus
Electricity Generation Output due to Breach of Contract×The On-grid Electricity Tariff
approved by Local Price Regulatory Authority×2
	 
	4.5.3	 	The deficient electricity generation output due to breach of contract of the Power Seller
shall be deducted as Unplanned Outage; in the meanwhile, the Power Seller shall pay the Power
Purchaser the liquidated damages for the deficient electricity generation output.
	 
	 	 	Liquidated Damages for Annual Deficient Electricity Generation Output=The Annual Deficient
Electricity Generation Output due to Breach of Contract×The On-grid Electricity Tariff
approved by Local Price Regulatory Authority
	 
	4.5.4	 	The Power Seller’s violations of the dispatching instructions shall be punished in
accordance with the provisions of relevant laws and regulations and the stipulations of the
Grid Connection and Dispatching Agreement.





CHAPTER V ON-GRID ELELCTRICITY TARIFF





	5.1	 	On-grid electricity tariff during the commissioning period shall be determined in the Annual
Supplemental Agreement.









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CHAPTER
VI METERING OF ELECTRIC POWER






	6.1	 	Metering Point
	 
	 	 	The Metering Points for metering and recording the on-grid electricity output and from-grid
electricity output shall be installed at the following points (details of which are set out
in Appendix II):






	 	a)	 	    Beside 110KV Main Substation of Binglangjiang Expanded Power Station;
	 
	 	b)	 	            
              
              
              
              
              
              
    ;
	 
	 	c)	 	            
              
              
              
              
              
              
    .






	6.2	 	Metering Devices for Electric Power and Relevant Equipments
	 
	6.2.1	 	Metering devices include, without limitation, the energy meters, metering voltage
transformer, current transformer, secondary circuit and electric power metering box/tank, etc.
	 
	6.2.2	 	Metering devices shall be installed and allocated in accordance with the Technical
Administration Code of Electric Power Metering (DL / T448-2000). No auxiliary junction points
of isolating switch shall be installed in the secondary circuit of voltage transformer, and no
types of voltage compensation devices shall be connected thereto.
	 
	6.2.3	 	Energy meters shall be selected from the static multifunctional meters, the technical
performances of which shall conform to the requirements of the Multifunction Energy Meters (DL
/ T 614-1997). The energy meters shall be equipped with standard communication interface and
the functions of no-voltage recorder and no-voltage timing, time-matching and incidents
recording, and shall have the local data communication and (or through the remote terminal of
electric power ) remote transmission functions, which shall be connected to the Power
Purchaser’s management system for the master station of electric power. In addition, the
energy meters shall have the daily load curve recording function, support network




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	 	 	communications, be of good compatibilities, and have sufficient safety precautions to
prevent the access of unauthorized persons.






	6.2.4	 	The metering devices shall be installed by Dehong Jincheng Electric Power Metering Devices
Testing Technology Co., Ltd. (hereinafter referred to as “Jincheng Company”), which has been
authorized by the Quality and Technical Supervision Bureau of Dehong Prefecture and
commissioned by both Parties, in accordance with the requirements before the grid connection
of the Power Plant. Before the metering devices are put into operation, the Parties hereto
shall carry out the completion acceptance of the metering devices according to the
requirements of the Technical Administration Code of Electric Power Metering (DL / T448-2000).
As for those metering devices which have already been put into operation, Jincheng Company
shall carry out technical recognition of the technical performances and management conditions
of the metering devices with reference to the requirements of this Article. As for those
aspects which fail to satisfy the requirements, both Parties shall reach an agreement through
consultation and accomplish the transformation within a specific period.
	 
	6.2.5	 	A set of energy meters with the same model, specification and accuracy shall be installed at
each Metering Point.
	 
	6.2.6	 	At the Metering Point where the on-grid electricity output and the from-gird electricity
output are simultaneously metered, the energy meters for metering the on-grid electricity
output and the from-grid electricity output shall be respectively installed and shall satisfy
the requirements set out in Article 6.2.3.
	 
	6.2.7	 	The metering devices shall be tested and sealed with strip seals, stamps or other measures
for seal by Jincheng Company. Neither Party shall arbitrarily unseal the metering devices,
change the metering devices for electric power, the interconnection lines between the metering
devices or replace the components of the metering devices.




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	 	 	In the event that any Party proposes the technology development, the transformation plan
must be approved by the other Party and the transformation must be carried out with both
Parties at presence, which shall not be put into use until having passed the completion
acceptance as required in Article 6.2.4.
	 
	6.3	 	The Power Seller shall purchase the metering devices for metering the on-grid electricity
output and the from-grid electricity output on its own expenses, and shall be responsible for
the daily management and maintenance of the metering devices.
	 
	6.4	 	Checking of Metering Devices
	 
	6.4.1	 	The defaults inspections and periodical checking for metering devices shall be carried out
by Jincheng Company with both Parties at presence. Any expenses and fees arising therefrom
shall be borne by the Power Seller.
	 
	6.4.2	 	Besides the periodical checks, either Party may require at any time for checking or testing
the metering devices, which shall be carried out by Jingcheng Company. After being checked or
tested, in the event that the error of the metering devices cannot reach the prescribed
accuracy, the expenses and fees arising therefrom shall be borne by the Party who proposes the
checking or testing.
	 
	6.5	 	Treatment of Metering Abnormities
	 
	 	 	In the event any Party hereto detects the abnormities or malfunctions of the metering
devices which consequently affect the metering of electric power, such Party shall
immediately inform the other Party and Jincheng Company to jointly analyze the problems so
as to resume the normal metering as soon as possible. Under normal circumstances, the
settlement of electricity output shall be based on the data recorded on the main meters at
trade settlement metering point. In case of abnormities of the trade settlement metering
point, as for other abnormities, both Parties shall, after




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	 	 	thorough consultations, determine the electricity output during the abnormal period
according to the information provided by the no-voltage recorder, no-voltage timing device
and other equipments.





CHAPTER VII CALCULATION OF ELECTRICITY OUTPUT





	7.1	 	The on-grid electricity output and from-grid electricity output shall be settled on a monthly
basis so as to realize the daily recording, monthly settlement and clearing at the end of each
year. The electricity output for settlement shall be read from the energy meters at the
Metering Point at twenty four o’clock of Beijing time on the last day of each month, which
shall be confirmed by both Parties. In case the matters relating to the calculation of
from-grid electricity output are stipulated in the Power Supply and Use Contract, the
stipulations of such contract shall be followed.
	 
	7.2	 	Reading and Recording of the Data for Electricity Output Settlement
	 
	7.2.1	 	On site reading and recording of the data for electricity output settlement. Before the
operation of the Power Purchaser’s remote terminal of electric power, the data for electricity
output settlement shall be the data carried on the meters at twenty four o’clock referred to
in Article 7.1 which has been set up by taking advantage of the frozen function of the energy
meters, which shall be agreed by the staff of both Parties to read and record on site on the
next day.
	 
	7.3	 	Calculation of Electricity Output
	 
	7.3.1	 	On-grid Electricity Output




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	 	 	The on-grid electricity output shall be the aggregated output of all electricity output
(positive direction) delivered from the Power Plant’s units to the Power Purchaser and read
at the Metering Point stipulated in Article 6.1.
	 
	7.3.2	 	From-Grid Electricity Output
	 
	 	 	The from-grid electricity output shall be the electricity output delivered from the power
grid to the Power Plant during the commissioning period before the startup of the Power
Plant or when all units of the Power Plant stop operation due to its own reasons. The
from-grid electricity output shall be the accumulated output of all electricity input
(negative direction) read at the Metering Point stipulated in Article 6.1 and all
electricity input of startup/standby transformers.
	 
	7.4	 	Power Factor
	 
	 	 	After calculating the on-grid reactive electricity output, in the event that the power
factor is over 0.8, it will be deemed as reactive insufficiency. The Power Seller shall pay
to the Power Purchaser the reactive compensation electricity fees for the reactive
insufficiency.
	 
	7.5	 	The on-grid electricity output and the from-grid electricity output shall be calculated
separately and shall not be offset with each other.





CHAPTER VIII SETTLEMENT AND PAYMENT OF ELECTRICITY FEES





	8.1	 	Calculation of Electricity Fees
	 
	8.1.1	 	The electricity fees shall be settled in RMB.




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	8.1.2	 	The on-grid electricity fees shall be calculated by the following formulas:
	 
	 	 	On-grid Electricity Fees=Accumulated Electricity Purchase Output×Corresponding On-grid
Electricity Tariff ( Inc. Tax)
	 
	 	 	Reactive Electricity Fees=Reactive Insufficient Electricity Output×Corresponding Reactive
Compensation Electricity Tariff (Inc. Tax)
	 
	8.2	 	Settlement of Electricity Fees
	 
	8.2.1	 	After having completed the readings of the energy meters according to Article 7.2, the Power
Seller shall accurately calculate the on-grid electricity output and the electricity fees in
accordance with the reading records, fill in the Electricity Output Settlement Sheet and the
Electricity Fees Billing Sheet, and send the facsimiles of them to the Power Purchaser on the
same day or on the next Working Day, and the originals shall be sent as an express mail on the
same day.
	 
	8.2.2	 	After having received the Electricity Output Settlement Sheet and Electricity Fees Billing
Sheet sent by the Power Seller, the Power Purchaser shall check and confirm them as soon as
possible; in case of any dissidence, the Power Purchaser shall inform the Power Seller within
six (6) Working Days after having received the facsimiles. After being amended by the Parties
through consultation, the amended Electricity Output Settlement Sheet and Electricity Fees
Billing Sheet shall be sent to the Power Purchaser through facsimiles by the Power Seller and
the originals of them shall be sent as an express mail on the same day. In the event that the
Power Purchaser fails to inform the Power Seller of any dissidence within six (6) Working Days
after having received the facsimiles, they shall be deemed as having been confirmed with no
dissidence.
	 
	8.2.3	 	The Power Seller shall endorse the value added tax invoice based on the Electricity




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	 	 	Fees Billing Sheet which has been confirmed by the Power Purchaser, and deliver such
invoice to the Power Purchaser. After having received the confirmed originals of the
Electricity Output Settlement Sheet, Electricity Fees Billing Sheet and value added tax
invoice, the Power Purchaser shall pay off the on-grid electricity fees of that period in
two installments: (1) within fifteen (15) Working Days after having received the aforesaid
originals, the Power Purchaser shall pay for 50% of the on-grid electricity fees of that
period; (2) within thirty (30) Working Days after having received the aforesaid originals,
the Power Purchaser shall pay off the rest 50% of the on-grid electricity fees of that
period.
	 
	 	 	In the event the Power Purchaser fails to pay off the on-grid electricity fees within the
prescribed time limit for any reason, through mutual consultations, the portion of the
postponed payment prescribed herein shall be charged with liquidated damages according to
the bank loan interest rate within the corresponding period. The overdue days shall be
counted from the next day of the deadline for the payment of the second installment.
	 
	8.3	 	Electricity Fees Payment for the On-grid Electricity Output during the Commissioning Period
	 
	 	 	After the unit commissioning period for the Power Plant’s units is over, the Power
Purchaser shall pay the electricity fees for the on-grid electricity output during the
commissioning period within thirty (30) Working Days. The detailed payment methods and
stipulations shall refer to Article 8.2.
	 
	8.4	 	Calculation and Payment for the Paid Auxiliary Service Fees
	 
	 	 	Matters concerning the calculation and payment for the fees of the paid auxiliary service
provided by the Power Purchaser’s power grid or the Power Seller’s Power Plant shall be
carried out by both Parties according to relevant national regulations.




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	 	 	Before the formal implementation of relevant national regulations, the existing measures
shall be followed.
	 
	8.5	 	Electricity Fees Payment for the Difference Adjustment between the Temporary Electricity
Tariff and Approved Electricity Tariff
	 
	 	 	As for the difference between the temporary electricity tariff and the approved electricity
tariff, in light of the stipulations of Article 5.3 hereof and the regulations of relevant
approvals, the Parties hereto shall, within thirty (30) Working Days after the difference
of such tariff has been confirmed by the Parties, complete the settlement of the
electricity fees, and refund the overpayment or supplement the shortfall.
	 
	8.6	 	Electricity Fees Payment for the Metering Errors Adjustment
	 
	 	 	According to the stipulations of Article 6.5 hereof, in the event that the Power Purchaser
needs to increase the payment to the Power Seller or the Power Seller needs to refund the
payment to the Power Purchaser due to metering errors, the increased or refunded payment
shall be settled together with the electricity fees of the next month upon the written
agreement concluded by the Parties.
	 
	8.7	 	Payment for the From-grid Electricity Fees
	 
	 	 	The electricity fees for the from-grid electricity output defined in Article 7.3.2 hereof
shall be calculated by the electricity retail tariff which has been approved by the local
price regulatory authority, and shall be paid by the Power Plant within the first ten (10)
days of the next month.
	 
	8.8	 	Yearly Clearing for Liquidated Damages and Compensation Fees
	 
	 	 	As for those liquidated damages or compensation fees which fail to be settled at each




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	 	 	month, the Parties hereto shall finish the clearing for the unsettled liquidated damages or
compensation fees of the previous year before the end of January of the following year.
	 
	8.9	 	Payment Method
	 
	 	 	Any payment which shall be paid by any Party hereto according to this Contract shall be
directly remitted to the bank account provided by the receiving Party in this Contract. In
case the receiving Party has noticed the other Party in writing about the alteration of its
opening bank or bank account, the aforesaid payments shall be remitted to the changed bank
account.
	 
	 	 	The bank account indicated in the value added tax special invoice of the receiving Party
shall be consistent with the bank account provided in this Contract or the changed one upon
written notice.
	 
	8.10	 	Materials and Records
	 
	 	 	Both Parties agree to keep their original materials and records respectively so as to
facilitate the reasonable checking of the statements, records examination or inspection and
check of the accuracy of calculations in accordance with this Contract.





CHAPTER IX FORCE MAJEURE





	9.1	 	If the occurrence of any Force Majeure event completely or partially impedes one Party from
fulfilling any obligation under this Contract, such Party may be exempted from or postponed to
perform its contractual obligations, provided that:




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	 	(1)	 	The scope and period for the exempted or delayed performance shall not exceed
the reasonable need for the elimination of impact of the Force Majeure;
	 
	 	(2)	 	The Party affected by the Force Majeure shall continue to perform its other
obligations under this Contract which are not affected by the Force Majeure, including
the obligation to make all due payment;
	 
	 	(3)	 	In case the Force Majeure events come to an end, the Party affected by Force
Majeure shall resume the performance of this Contract as soon as possible.






	9.2	 	In the event that any Party is unable to perform this Contract due to Force Majeure, 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 Contract and the measures it has taken to mitigate the impact of such
Force Majeure events.
	 
	 	 	Upon the other Party’s request, the Party affected by the Force Majeure shall furnish the
other Party with an evidential document issued by the competent local notary public where
the Force Majeure event occurs within fifteen (15) days commencing from the date when the
Force Majeure event occurs (in the event of communication interruption, from the
restoration date of the communication).
	 
	9.3	 	The Parties affected by the Force Majeure shall take reasonable measures to mitigate the
losses incurred by one 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 consequences of Force Majeure.




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	 	 	In the event the Party affected by Force Majeure fails to use all its reasonable endeavors
to mitigate the consequences of Force Majeure, that Party shall be responsible for the
enlarged losses arising therefrom.
	 
	9.4	 	In the event that the Force Majeure has prevented a Party from performing its obligations
under this Contract for a continuous period of over twenty (20) days, the Parties
hereto shall consult with each other to determine the conditions for continuing the
performance of this Contract or to terminate this Contract. If the Parties hereto fail to
reach agreement concerning the conditions for continuing the performance of this Contract or
the termination of this Contract within thirty (30) days after the occurrence of the
Force Majeure, any Party shall be entitled to terminate this Contract with a notice to the
other Party, unless otherwise provided herein.
	 
	9.5	 	In the event that the Power Seller or the Power Purchaser fails to accomplish the power sale
or purchase obligations under this Contract due to governmental actions, change of laws or
substantial change of power markets, the Parties hereto shall consult with each other to
resolve the issues on the principle of fairness and reasonableness. The Parties may properly
amend this Contract if necessary.





CHAPTER X UNPLANNED OUTAGE





	10.1	 	Both Parties agree that, the annual allowable accumulated Equivalent Unplanned Outage Hours
due to Power Seller’s Reason of the current year shall be 480 hours. In the event the
actual annual accumulated Equivalent Unplanned Outage Hours of the Power Plant exceeds the
annual allowable hours due to Power Seller’s Reason, the settlement electricity output of that
month shall be deducted of a certain amount of the electricity output which is the nameplate
capacity multiplied by the excess hours.




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	10.2	 	Both Parties agree that, during the Unplanned Outage period of the units of the Power Plant
of that year due to Power Seller’s Reason, the allowable times for Forced Outage shall be
8 times. In the event that the actual annual accumulated Forced Outage times of that
year exceeds the annual allowable Forced Outage times of the units of the Power Plant due to
Power Seller’s Reason, for each excess time, the settlement electricity output of that month
shall be deducted of a certain amount of electricity output which is the nameplate capacity
multiplied by two (2) hours.
	 
	10.3	 	As for those deficient electricity purchase output caused by the Unplanned Outage (including
the unplanned derated outage) due to Power Purchaser’s Reason, the provisions of Article 4.4.3
shall be followed.
	 
	10.4	 	In case of Forced Outage due to Power Purchaser’s Reason, for each time of outage, the
electricity output calculated from the nameplate capacity multiplied by one (1) hour shall be
added into the Annual Contractual On-grid Electricity Output of that year.





CHAPTER XI LIABILITY FOR BREACH OF CONTRACT





	11.1	 	Any Party’s violation of the provisions of this Contract shall be deemed as a breach of
contract, and the other Party shall be entitled to require the breaching Party to compensate
its economic losses arising from the breach of contract.
	 
	11.2	 	Besides the stipulations provided in other Chapters hereof, both Parties agree that the
liabilities for breach of contract which shall be born by the Power Purchaser shall also
include the following:                                        .




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	11.3	 	Besides the stipulations provided in other Chapters hereof, both Parties agree that the
liabilities for breach of contract which shall be born by the Power Seller shall also include
the following:                                        .
	 
	11.4	 	In case of any breach of contract, the non-defaulting Party shall immediately inform the
defaulting Party to stop the breach of contract, and send to the defaulting Party a written
notice as soon as possible to require it to correct the breach of contract and pay liquidated
damages according to this Contract. The defaulting Party shall immediately take measures to
correct its defaulting acts and confirm its violations, pay liquidated damages or compensate
the losses of the other Party according to the provisions of this Contract.
	 
	11.5	 	Before the expiration of the performance term provided in this Contract, in the event that
any Party clearly expresses or indicates by its behaviors that it will not fulfill its
contractual obligations, the other Party may require that Party to assume liabilities for
breach of contract.





CHAPTER XII EFFECTIVINESS AND VALID TERM OF THIS CONTRACT





	12.1	 	This Contract shall come into effect when it has been signed by the legal representatives or
authorized proxies of both Parties and affixed with the official stamps, and upon the
effectiveness of the Grid Connection and Dispatching Agreement.





CHAPTER XIII APPLICABLE LAW





	13.1	 	The formation, effectiveness, interpretation, performance and dispute resolution shall be
governed by the laws of the People’s Republic of China.




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CHAPTER XIV AMENDMENT, ASSIGNMENT AND TERMINATION

OF THIS CONTRACT





	14.1	 	Any alteration, amendment or supplement to this Contract shall be conducted in written form,
and the effectiveness for each of them shall be subject to the provisions of Article 12.1.
	 
	14.2	 	The Power Seller and the Power Purchaser expressly agree that, without the other Party’s
prior written consent, they shall not have the right to assign to any third Party all or part
of their rights or obligations under this Contract.
	 
	14.3	 	Within the valid term of this Contract, the Parties hereto agree to adjust or amend this
Contract under any of the following conditions:






	 	a)	 	relevant laws, regulations, rules or polices of China are amended;
	 
	 	b)	 	relevant rules, measures or regulations, etc. are promulgated and implemented
by the State power regulatory agency;
	 
	 	c)	 	other circumstances agreed by the Parties:      
          
     
          .






	14.4	 	Termination of Contract
	 
	 	 	In the event that any of the following events occurs to any Party, the other
Party shall be entitled to terminate this Contract      
      days after serving a
notice of termination:






	 	(1)	 	bankruptcy or liquidation of any Party, or the business license or power
business permit of any Party or the Power Plant is revoked;




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	 	(2)	 	any Party merged with any other party and all or majority part of its assets
have been transferred to another entity, and the existing enterprise cannot assume its
all obligations under this Contract;
	 
	 	(3)	 	the Grid Connection and Dispatching Agreement entered into by and between the
Parties is terminated;
	 
	 	(4)	 	Due to Power Seller’s Reason, the Power Plant’s generator units fail to
safely generate and transmit power in accordance with the requirements of this
Contract for a continued period of twenty (20) days;
	 
	 	(5)	 	Due to Power Purchaser’s Reason, the Power Purchaser fails to accept the
power in accordance with the requirements of this Contract for a continued period of
twenty (20) days;
	 
	 	(6)	 	Other events agreed by the Parties for the termination of this Contract:                     





CHAPTER XV DISPUTE RESOLUTION





	15.1	 	Any dispute arising out of the performance of this Contract and in relation to this Contract
shall be firstly resolved by the Parties through consultations, or may be submitted to the
power regulatory authority for mediation. In the event that such dispute cannot be resolved
through consultation or mediation, the Parties shall choose Item (2) below for
resolution:






	 	(1)	 	The Parties agree to submit the dispute to the Arbitration Committee of
Dehong Prefecture for arbitration in accordance with its then prevailing
arbitration rules. The arbitration award shall be final and legally binding upon the
Parties hereto.




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	 	(2)	 	Any Party may bring lawsuit to the people’s court with competent
jurisdiction.





CHAPTER
XVI MISCELLANEOUS





	16.1	 	Confidentiality
	 
	 	 	Both Parties warrant that they will keep confidential the materials and documents which are
procured from the other Party and cannot be procured through public channels. Without the
prior approval from the original provider of such materials and documents, the other Party
shall not disclose to any third party all or part of the materials and documents, unless
otherwise provided by the State.
	 
	16.2	 	Appendices






	 	Appendix I: 	 	Major Technical Parameters of the Power Plant
	 
	 	Appendix II: 	 	Diagram for the Main Wiring and Metering Points of the Power Plant
	 
	 	Appendix III: 	 	The Annual Allowable Planned Outage Hours for Each Generator Unit of the
Power Plant






	 	 	The Appendices to this Contract shall constitute an integral part of this Contract, and
shall have the same legal effect as this Contract. In case of any discrepancies between
this Contract and its appendices, according to the nature of the discrepancy, the content
which has the closest connection with and deeper understanding of the discrepancy shall
firstly prevail. In the event that the discrepancies or conflicts still exist after the
aforesaid principle is adopted, the Parties shall, on the principle of good faith, consult
with each other to resolve them according to the purpose of this Contract.




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	16.3	 	Entire Agreement
	 
	 	 	This Contract and its appendices constitute the entire agreement of both Parties to this
Contract pertaining to the transaction agreed upon in this Contract, and shall replace all
previous discussions, negotiations, agreements and contracts between both Parties in
respect of the transaction of this Contract.
	 
	16.4	 	Notification and Service
	 
	 	 	Any notification, document and legal bills pertaining to this Contract shall be conducted
in written form. Documents delivered by registered letter, express mail or designated
person shall be deemed as having been served after being signed and confirmed by the
recipient; if sent by facsimile, the documents shall be deemed as having been served after
those documents have been received. All notifications, documents and legal bills shall not
come into effect until they are served or received. All notifications, bills, materials and
documents shall be sent to the addresses provided in this Contract, unless the other Party
sends a written notice to change its address.
	 
	16.5	 	Other issues agreed by the Parties:                               
	 
	16.6	 	Text
	 
	 	 	This Contract comprises twenty-one (21) pages, and shall be signed in four
(4) counterparts. Each Party shall hold one (1) and the rest two (2)
counterparts shall be filed with the local power regulatory authority for record.




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Power Purchaser: Dehong Power Supply Co., Ltd.



(Stamp)




Legal Representative: Yue Zhiqiang




Authorized Proxy: /s/ Cun Shijian 




Power Seller: Yunnan Huabang Electric Power Development Co., Ltd.



(Stamp)




Legal Representative:




Authorized Proxy: /s/ Li Xiaozun 




Signing Date: November 4, 2009




Signing Place: Mangshi





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