EX-10.24







Exhibit 10.24



GRID CONNECTION AND


DISPATCHING AGREEMENT




(Serial Number: De Gu Si 2004-011)





			
	PARTY A:	 	YUNNAN DEHONG ELECTRIC POWER CO., LTD.






			
	PARTY B:	 	YINGJIANG COUNTY HUAFA ELECTRIC POWER DEVELOPMENT CO., LTD.





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YUNNAN DEHONG ELECTRIC POWER CO., LTD.




Grid Connection and Dispatching Agreement




(Binlangjiang Power Plant)




CONTENTS




	 	 	 	 	 
	ARTICLE 1 DEFINITIONS AND INTERPRETATIONS
	 	 	4	 
	ARTICLE 2 REPRESENTATIONS AND WARRANTIES
	 	 	8	 
	ARTICLE 3 OBLIGATIONS OF BOTH PARTIES
	 	 	8	 
	ARTICLE 4 CONDITIONS FOR GRID CONNECTION
	 	 	11	 
	ARTICLE 5 TECHNICIAL PARAMETERS OF THE POWER PLANT
	 	 	12	 
	ARTICLE 6 OPERATION UNDER DISPATCHING
	 	 	14	 
	ARTICLE 7 DISPATCHING PLAN
	 	 	16	 
	ARTICLE 8 EQUIPMENT OVERHAUL
	 	 	19	 
	ARTICLE 9 RELAY PROTECTION AND AUTOMATIC SAFETY DEVICES
	 	 	20	 
	ARTICLE 10 DISPATCHING AUTOMATIZATION
	 	 	22	 
	ARTICLE 11 POWER DISPATCHING COMMUNICATION
	 	 	23	 
	ARTICLE 12 AUXILIARY SERVICES
	 	 	25	 
	ARTICLE 13 FORCE MAJEURE
	 	 	27	 
	ARTICLE 14 LIABILITIES FOR BREACH OF AGREEMENT
	 	 	28	 
	ARTICLE 15 TERMINATION IN ADVANCE
	 	 	31	 
	ARTICLE 16 EFFECTIVENESS AND VALID TERM
	 	 	31	 
	ARTICLE 17 DISPUTE RESOLUTION
	 	 	32	 
	ARTICLE 18 MISCELLANEOUS
	 	 	33	 






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GRID CONNECTION AND DISPATCHING AGREEMENT




This Grid Connection and Dispatching Agreement (hereinafter referred to as this “Agreement”)
was executed by and between the following two parties in January 2004:




	(1)	 	Yunnan Dehong Electric Power Co., Ltd. (hereinafter referred to as “Party A”) , a
legal person or other economic organizations and its successors, which is validly in
existence, conducting the business of power grid operation and dispatching, with the
registered address or the place of business at Xia Duan of Youyi Road, Luxi City, Dehong
Prefecture, Yunnan Province.
	 
	(2)	 	Yingjiang County Huafa Electric Power Development Co., Ltd. (hereinafter referred to
as “Party B”), a legal person or other economic organizations and its successors, which is
validly in existence, conducting the business of power generation and sales, with the
registered address or the place of business at Xincheng Township, Yingjiang County.





WHEREAS,





	(1)	 	Party B owns a power plant in Yingjiang County with the total installed capacity of
18,900KW, namely, the Binlangjiang Power Plant (hereinafter referred to as the
“Power Plant”);
	 
	(2)	 	Party B is requiring the connection of the Power Plant to the power grid owned or controlled
by Party A (hereinafter referred to as the “Grid”);




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	(3)	 	Party A agrees to connect the Power Plant to the Grid in accordance with the terms of this
Agreement.





In order to ensure the safety, high quality and economic operation of the Grid, and regulate the
activities of the parties to this Agreement (hereinafter collectively referred to as “Both Parties”
as well as individually as “Party”) during the process of the Grid connection and dispatching of
the Power Plant, on the principle of equality, willingness and good faith and after the
consultation, both Parties hereto have entered into the agreement set forth below in accordance
with the laws and regulations of the People’s Republic of China, the electric power industry
standards and the relevant regulations of the national power administration authority.



ARTICLE 1 DEFINITIONS AND INTERPRETATIONS





	1.1	 	Unless otherwise required by the context, the following terms used in this Agreement
shall have the meanings set forth as follows:






	 	(1)	 	“Connection Point” refers to the interconnection points as indicated in the
Chart of Appendix I.
	 
	 	(2)	 	“Initial Connection Date” refers to the first date for the initial
synchronous connection of the Power Plant and the Grid, which shall be agreed by both
Parties.
	 
	 	(3)	 	“Connection Application Letter” refers to the written application document
submitted by Party B to the Power Dispatching Agency of Party A requesting for the
connection of its Power Plant (units) to the Grid.




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	 	(4)	 	“Connection Form” refers to the systematic electric connection form between the Power
Plant and the Grid.
	 
	 	(5)	 	“Power Purchase and Sale Contract” refers to the contract regarding relevant issues in
connection with the payment of the power purchaser and the purchase and sale of the power
output generated by the Power Plant entered into by both Parties.
	 
	 	(6)	 	“Disconnection” specially refers to the separate operation of the generation equipment under
the disconnection from the Grid, which has been connected and operated synchronously with the
Grid.
	 
	 	(7)	 	“Special Operation Mode” refers to the operation mode of the Power Plant or the Grid
corresponding to any material changes to the line connection mode and the normal operation
mode (including the normal overhaul mode) of the Power Plant or the Grid.
	 
	 	(8)	 	“Available Capacity” refers to the reliable output of the generator units after the
modification as required by the restrictions of the equipment conditions from time to time.
	 
	 	(9)	 	“Planned Overhaul” refers to the status of the generator units during the planned overhaul
periods arranged according to the electric power industry standards, recommendations and
technical parameters advanced by the equipment providers and the operation experience of the
Power Plant for the use of the examination, testing, maintenance and general overhaul of the
generator units and other facilities, including the general overhaul, maintenance, the holiday
repairing, and the overhaul for the general service system.
	 
	 	(10)	 	“Unplanned Overhaul” refers to all the overhauls excluding the Planned Overhaul.
	 
	 	(11)	 	“Unplanned Outage” refers to the status of the generator units of the Power Plant being
unavailable in use and out of the conditions for planned outages, including the forced
outages, but excluding the outages due to the reasons of the purchaser.




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	 	(12)	 	“Annual Equivalent Unplanned Outage Hours” refers to the hours calculated in accordance with
the following formula: (the actual annual planned outage hours—the Annual Allowable Planned
Outage Hours+ the actual annual hours for the Unplanned Outage + the actual annual equivalent
hours for the Unplanned Outage under the condition the Available Capacity being below the
loading capacity of the generator units) Xthe output factor+ the actual annual equivalent
hours for the Unplanned Outage under the condition the actual generation power being below the
lower limit ( being different in different periods) of the power allowance range determined in
accordance with the Daily Generation Active Curve.
	 
	 	(13)	 	“Annual Allowable Planned Outage Hours” refers to the allowable hours for the planned outage
of any given year determined by the power purchaser and seller, according to the
recommendations of the equipment manufacturers and the operation conditions of the power
generator units of the Power Plant. Insofar as this Agreement is concerned, the Annual
Allowable Planned Outage Hours for the Generator Unit No.1 is 40 days for the
general overhaul year, and 20 days for the year without general overhaul; and the
Annual Allowable Planned Outage Hours for other generator units in the year without the
general overhaul is 20 days respectively.
	 
	 	(14)	 	“Annual Allowable Equivalent Unplanned Outage Hours” refers to the allowable hours for the
Unplanned Outage of any given year determined by the power purchaser and seller, according to
the recommendations of the equipment manufacturers and the operation conditions of the power
generator units of the Power Plant. Insofar as this Agreement is concerned, the Annual
Allowable Unplanned Hours for the Generator Unit No.1 is 20 days for the
general overhaul year, and 10 days for the year without general overhaul; and the
Annual Allowable Unplanned Outage Hours for other generator units is 10 days
respectively.
	 
	 	(15)	 	“Daily Generation Reactive Curve” refers to the daily planned generation




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	 	 	 	active curve of Party B for the next day formulated by the Power Dispatching Agency
of Party A by the day based on the Available Capacity applied by Party B and the
annual generation plan.
	 
	 	(16)	 	“Emergencies” refers to the accidents occurred to the transmission grid, or
the material accidents occurred to the power generation or supply facilities,
including the conditions the grid frequency or voltage being over the prescribed
limit, the loading of the transmission and transformation facilities being over the
regulated value, the power value of the main lines being over the specified stable
limit, the electrical load being up or down to a large extent and other situations
that threaten the safety of the Grid operation.
	 
	 	(17)	 	“RTU” refers to the tele-control appliance, and the Remote Terminal Unit for
short.
	 
	 	(18)	 	“Power Dispatching Agency of Party A” refers to the Dispatching Center
(Department or Station) of Yunnan Dehong Electric Power Co., Ltd., which is
established by Party A for the assurance of the safety, high quality and economic
operation of the power system, and specialized in the dispatching administration of
the production and operation of the power system, the grid dispatching system and the
activities related to the positions of its staff in accordance with laws. Insofar as
this Agreement is concerned, any provisions hereof in connection with the Power
Dispatching Agency of Party A has been approved and confirmed by Party A.






	1.2	 	Interpretations






	 	1.2.1	 	All headings hereof are only for the convenience of reading, which shall not be
considered as the part of this Agreement, and shall not affect the interpretations of
this Agreement in any way.
	 
	 	1.2.2	 	This Agreement shall be binding on the lawful successors or permitted assignees of
any Party.
	 
	 	1.2.3	 	Unless otherwise required by the context, the year, month and day mentioned in




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	 	 	 	this Agreement shall refer to the year, month and day in Gregorian calendar.





	 	1.2.4	 	The word “include” herein shall not have restrictive meaning.





ARTICLE 2 REPRESENTATIONS AND WARRANTIES





	2.1	 	The representations and warranties under this Agreement shall be as follows:






	 	(1)	 	Each Party shall have the legal civil entity capacity in accordance with the
PRC laws and regulations;
	 
	 	(2)	 	Each Party shall have the authority to execute this Agreement and the ability
to perform it;
	 
	 	(3)	 	Each Party shall have procured all requisite consents, approvals and permits
for the effective execution of this Agreement.





ARTICLE 3 OBLIGATIONS OF BOTH PARTIES





	3.1	 	Unless otherwise expressly provided herein, the obligations of Party A shall also
include:






	 	3.1.1	 	To strictly abide by the laws and regulations, the electric power industry
standards, relevant regulations of the national power administration authority, and the
grid dispatching regulations in order to carry out the unified dispatching of the Grid;
	 
	 	3.1.2	 	To reflect the principles of equality, justice, publicity, economy and
reasonableness during the dispatching process of the Power Plant;
	 
	 	3.1.3	 	To arrange the dispatching reasonably in accordance with the agreement on the
purchased power output provided in the Power Purchase and Sale Contract and the




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	 	 	 	technical parameters stipulated in Article 5 hereof;
	 
	 	3.1.4	 	To unify the arrangements of the generation form of the Power Plant and the
auxiliary services form to satisfy the requirement of the Grid operation;
	 
	 	3.1.5	 	To try its best to prevent the occurrence of the Grid accidents that destroy the
stability of the Grid, break down the Grid, cause power cut in a large area and material
quality degradation of the power energy, and to reduce the loss incurred by Party B due
to such accidents;
	 
	 	3.1.6	 	To arrange the equipment overhaul in time in accordance with the grid dispatching
regulations and the overhaul regulations for the Grid, and the tendency of the
non-emergency defects of the equipments of the Power Plant raised by Party B;
	 
	 	3.1.7	 	To provide business direction and coordination for the relevant specialization
business in connection with the dispatching operation, the Grid operation form, relay
protection and automatic safety devices, automatic billing system for power output, power
dispatching communication, dispatching automatization, etc., which are related to the Grid
and the Power Plant;
	 
	 	3.1.8	 	The Power Dispatching Agency of Party A shall modulate the frequency of the Grid
subject to the following provisions:






	 	(1)	 	The frequency of the Grid shall remain within the range of 50±0.5HZ;
	 
	 	(2)	 	In the event that the frequency of the Grid exceeds the aforesaid range,
the Power Dispatching Agency of Party A shall modulate the frequency of the Grid
through the way of dispatching one or more power plants connected to the Grid within
thirty minutes.






	3.2	 	Unless otherwise expressly provided herein, the obligations of Party B shall also
include:






	 	3.2.1	 	After the grid connection of the Power Plant, to obey the unified dispatching of
the Power Dispatching Agency of Party A, and to strictly abide by the laws and
regulations, the electric power industry standards and relevant regulations of the




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	 	 	 	national power administration authority;
	 
	 	3.2.2	 	To strictly abide by the grid dispatching regulations and the dispatching direction of the
Power Dispatching Agency of Party A during the operation of the Power Plant;
	 
	 	3.2.3	 	To try its best to prevent the occurrence of any accidents that could threaten the safe
operation of the Grid, and file with the Power Dispatching Agency of Party A the safety
measures formulated by it for the precaution of the accidents affecting the safe operation of
the Grid;
	 
	 	3.2.4	 	In case of the occurrence of any material defect or hidden danger of the major equipments
of the Power Plant, to settle it immediately in accordance with the electric power industry
standards and the grid dispatching regulations, and report the actual conditions to the Power
Dispatching Agency of Party A as well; in addition, after having resolved the accidents, to
report the result to the Power Dispatching Agency of Party A;
	 
	 	3.2.5	 	To operate the Power Plant in accordance with the dispatching plan formulated by the Power
Dispatching Agency of Party A, and to modulate the frequency and voltage in light of the
dispatching directions from the Power Dispatching Agency of Party A and participate in the
auxiliary services of the Grid;
	 
	 	3.2.6	 	To provide the Power Dispatching Agency of Party A with the operation information of the
Power Plant accurately and immediately in accordance with the regulations of the national
power administration authority and national grid dispatching authority, and to ensure the
accuracy of the provided information;
	 
	 	3.2.7	 	In case of the occurrence of the accident to the major equipments of the Power Plant, which
affects the safe and stable operation of the Grid, to report to the on-duty dispatcher of
Party A with the operational conditions of the equipments listed out in the items (2) and (3)
of Article 6.1 hereof in a timely fashion, and provide the Power Dispatching Agency of Party
A with relevant data and defaults recording chart immediately. Party A is entitle to
participate in the accident investigation and analysis;




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	 	3.2.8	 	During the valid term of this Agreement, upon the requirement of the safety and
stability of the Grid, Party A intends to install new safety and stability devices and
carry out the corresponding technological improvements within the Power Plant, to
implement, operate and maintain such devices as required by the Power Dispatching Agency
of Party A;
	 
	 	3.2.9	 	To accept the business direction and coordination released by Party A in accordance
with Article 3.1.7.





ARTICLE 4 CONDITIONS FOR GRID CONNECTION





	4.1	 	The on-duty staff for the operation (the on-duty dispatcher of the hydropower station and
the reservoir), team leader and the chief of the on-duty staff (and the principal) of Party B
shall be trained and examined according to the Administration Regulations on the Dispatching
of Power Grids and relevant regulations, and have obtained corresponding qualification
certificates for the posts.
	 
	4.2	 	The main electric lines connection mode and the design and operation of the grid connection
mode of the Power Plant must fulfill the safe and reliable operation requirements of the Grid
of Party A, implement the plan and recommendation relevant to the main electric line
connection mode and the grid connection mode raised by the Power Dispatching Agency of Party A
to ensure the safe connection of the Power Plant to the Grid for operation.
	 
	4.3	 	The relay protection and automatic safety devices of the Power Plant shall conform to the
relevant laws and regulations, the electric power industry standards, the regulations of the
national power administration authority and other regulations in relation to the
counter-accident and relevant regulations for the technology supervisory. The design and
operation of the relay protection and automatic safety




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	 	 	devices of the Power Plant and its safe management shall be in compliance with Article 9
hereof.
	 
	4.4	 	The dispatching automatization facilities of the Power Plant shall be completed in
accordance with the electric power industry standards and the regulation design as soon as
practicable, the real-time information shall reach the requirements provided in Article 10
hereof for the delivery of the information to the dispatching automatization system of the
Grid.
	 
	4.5	 	The power dispatching communication facilities of Party B shall conform to the electric power
industry standards and regulations of the national power administration authority and national
grid dispatching authority, and reach the conditions available for operation provided in
Article 11 hereof.
	 
	4.6	 	The Power Plant has already been available for the unified dispatching of the Power
Dispatching Agency of Party A, the construction work of the Power Plant and its secondary
equipments have been completed before the Initial Connection Date, which have been recognized
by Party A, and are qualified for operation.





ARTICLE 5 TECHNICIAL PARAMETERS OF THE POWER PLANT





	5.1	 	Nameplate Parameters for the Generator Units of Party B:
	 
	 	 	The model for No.1generator unit is:                      with the rated capacity of 7.875 MVA,
and the active power of 6.3MW;
	 
	 	 	The model for No.2generator unit is:                      with the rated capacity of 7.875 MVA,
and the active power of 6.3MW;




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	 	 	The model for No.3 generator unit is:                      with the rated capacity of 7.875 MVA,
and the active power of 6.3MW;



The Frequency: 50HZ.
	 
	5.2	 	Other Technical Parameters of the Power Plant:






	 	(1)	 	The output range under the normal operation:
	 
	 	 	 	The maximum output under the normal operation of the generator units of the Power
Plant shall be 100% of the rated capacity with the designed water head, and
the minimum output under the normal operation shall be 0% of the rated
capacity;
	 
	 	(2)	 	In case of any specific conditions of the Grid, the minimum output of the
generator units of the Power Plant under the normal operation shall be 0% of
the rated capacity;
	 
	 	(3)	 	The shortest duration for the generator units from receiving a dispatching
direction to reaching the rated capacity shall be one minute;
	 
	 	(4)	 	The shortest shutdown duration from the outage to the restart-up of the
generator units shall be fifteen minutes.
	 
	 	(5)	 	The shortest duration for the Power Plant to operate at the lowest or above
operation level after it has reached the lowest or above operation level shall be
0 hour.






	5.3	 	The On-grid Lines for the Connection of Party B to the Grid of Party A:






	 	(1)	 	Name of the Lines: Ping Bin Line and Bin Pa Line;
	 
	 	(2)	 	Voltage Level: 110KV.




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ARTICLE 6 OPERATION UNDER DISPATCHING





	6.1	 	After the Grid connection of the Power Plant, the direct dispatching range of the
Power Dispatching Agency of Party A includes:






	 	(1)	 	Generator Units No.1, 2 and 3;
	 
	 	(2)	 	The Primary Equipments: all the primary equipments related to the generator
units;
	 
	 	(3)	 	The relay protection and automatic safety devices related to the Grid operation;
	 
	 	(4)	 	The communication and dispatching automatization facilities related to the
dispatching business of Party A.






	6.2	 	In case of any Emergencies which affect the Grid safety, the Power Dispatching Agency of
Party A could disconnect the Power Plant or any generator unit of the Power Plant from the
Grid. After such Emergencies or the Emergencies having been remedied, the Power Dispatching
Agency of Party A shall reconnect the Power Plant or any generator unit of the Power Plant to
the Grid and provide all assistance that might be required by Party B for such Grid
reconnection.
	 
	6.3	 	The Power Dispatching Agency of Party A shall reasonably adjust the daily generation
dispatching plan, release the dispatching direction in relation to the generation frequency
modulation and generator units turning on or off, etc. of the Power Plant, in accordance with
the laws and regulations, electric power industry standards, regulations of the national power
administration authority, grid dispatching regulations and the technical parameters of the
Power Plant. Upon the receipt of the dispatching direction, Party B shall alter the operation
mode of the Power Plant for the velocity increase and decrease of the generator units in a
timely fashion.




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	6.4	 	Party A shall provide Party B with the name list of the on-duty dispatchers in a
written form, and in case of any alteration, Party A shall notify the revised name list to
Party B in writing promptly. In the event that Party B alters the on-duty staff for the
operation provided in Article 4.1, Party B shall notify the revised name list in writing to
Party A immediately as well.
	 
	6.5	 	The on-duty operation staff of Party B shall strictly obey the dispatching direction of the
on-duty dispatcher of Party A in relation to the Grid dispatching business. Party B shall
abide by and implement the application regulations for the on-off dispatching and dispatching
operation regulations for the operation of the equipments included in the range prescribed by
the Article 6.1. Party B shall report the actual conditions and reply to the requests of the
on-duty dispatcher of Party A according to the actual conditions.
	 
	6.6	 	Party B shall operate the Power Plant in accordance with the voltage curve (or reactive
curve) released by Party A, and in case of the on-grid busbar voltage being over the regulated
range or the occurrence of high or low voltage of the on-grid busbar, Party B shall modulate
the generator units of the Power Plant to a reactive output operation condition (including the
under-excitation operation) according to the requirements from the Power Dispatching Agency of
Party A. In the event that the condition is out of the control of Party B, relevant reports
shall be submitted to the Power Dispatching Agency of Party A immediately.
	 
	6.7	 	Party B shall carry out the examination and check for the equipments prescribed in the Items
(3) and (4) of Article 6.1 in compliance with the unified arrangement from the Power
Dispatching Agency of Party A, and report the result of the aforesaid examination and check
in written form to Party A.
	 
	6.8	 	In case of any upgrading, transformation or other conditions of the Grid which may




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	 	 	affect the safe operation of the Power Plant or the Grid, or the normal coordination of
the relay protection and automatic safety advices, the Power Dispatching Agency of Party A
shall notify Party B of the improvement plan seven days in advance.
	 
	 	 	In case of any upgrading, transformation or other conditions of the Power Plant which may
affect the safe operation of the Power Plant or the Grid, or the normal coordination of
the relay protection and automatic safety advices of the both Parties, Party B shall
notify the Power Dispatching Agency of Party A of the improvement plan seven days in
advance, and consultant with the Power Dispatching Agency of Party A for the confirmation
of the improvement plan and carry out the improvement as confirmed.





ARTICLE 7 DISPATCHING PLAN





	7.1	 	The Power Dispatching Agency of Party A shall conduct the dispatching for the Power Plant in
light of the annual contractual power output, which is determined according to the Power
Purchase and Sale Contract, and the maximum and minimum output of each generator unit.
	 
	7.2	 	Party B shall submit the annual, monthly, holiday or the Special Operation Mode generation
plan of the Power Plant based on the following requirements:






	 	(1)	 	Party B shall submit the monthly generation plan for the next year to Party A
thirty days before the Initial Connection Date of the generator units and before the
30th day of October in the following each year;
	 
	 	(2)	 	Party B shall submit the monthly generation plan for the next month to Party
A before the 20th day of each month;
	 
	 	(3)	 	Party B shall submit the holiday or Special Operation Mode generation plan
seven days before the statutory holidays (such as New Year’s Day, Spring




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	 	 	 	Festival, May Day, National Holiday, etc.) or the adoption of the Special Operation
Mode.






	7.3	 	After the receipt of the generation plans submitted by Party B prescribed in Article 7.2, the
Power Dispatching Agency of Party A shall notify the monthly, holiday or Special Operation
Mode generation plan, which has been confirmed or amended by it, to Party B in written form
prior to the end of the current month, or one day before the statutory holidays or the
adoption of the Special Operation Mode.
	 
	7.4	 	Party B shall submit the maximum Available Capacity of the generator units for the next day
to the Power Dispatching Agency of Party A before 10:00 of each day. The Power Dispatching
Agency of Party A shall formulate the daily generation dispatching plan of Party B for the
next day in accordance with the actual conditions of the Grid and the data provided by Party
B, and release such plan to Party B before 16:00 of each day.
	 
	7.5	 	Party B shall strictly implement the daily generation dispatching plan and dispatching
directions released by the Power Dispatching Agency of Party A, and modulate the active
output of the generator units within the alteration range with the allowance of ±5% of the
corresponding output required by the daily generation active curve and dispatching
directions.
	 
	7.6	 	Both Parties agree on the period division for the daily peak period, daily valley period and
daily flat period (Beijing Time) set out as follows:
	 
	 	 	Peak Period:           9:00~12:00 and 18:00~22:00, in a total number of seven hours;
	 
	 	 	Valley Period:        1:00~6:00, in a total number of five hours;
	 
	 	 	Flat Period:            6:00~9:00, 12:00~18:00 and 22:00~1:00, in a total number of twelve hours.




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	 	 	The Power Dispatching Agency of Party A could amend the aforesaid period division in
accordance with the change of seasons, and notify Party B in writing.
	 
	7.7	 	The Power Dispatching Agency of Party A could compare the active power of the Power Plant collected by it with the daily generation active curve and dispatching
direction released by it; in the event that the actual generation active power of Party
B is over 5% more than the active power determined in the daily planned generation
active curve (including the amended curve or the generators on-off directions
released by the on-duty dispatcher of Party A), the exceeding power output generated
by Party B shall be settled by Party A according to the Power Purchase and Sale
Contract (if the Power Purchase and Sale Contact does not regulate such issue, the
aforesaid exceeding power output could not be calculated as the power output for
settlement).
	 
	 	 	In the event that the actual generation active power is over 5% less than the active power
determined in the daily planned generation active curve (including the amended curve or the
generators on-off directions released by the on-duty dispatcher of Party A), the
corresponding power output in shortage shall be dealt with by Party A according to the
Power Purchase and Sale Contract.
	 
	 	 	In the event that Party B is appointed as the frequency modulation plant, the
above-mentioned provisions shall not be applicable.
	 
	7.8	 	Party B is entitled to turn off its generator units for defects elimination during the
valley period of the Grid (from 1:00 to 5:00) provided that such generator units
turning-off and defects elimination have been notified to the Power Dispatching
Agency of Party A in writing before 22:00 of the current day, and the Power
Dispatching Agency of Party A shall amend the generation dispatching plan
accordingly and release the amended generation dispatching plan to Party B.




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ARTICLE 8 EQUIPMENT OVERHAUL





	8.1	 	Party B shall submit its overhaul plans application to the Power Dispatching Agency of Party
A together with the generation plans regulated in Article 7.2 hereof in accordance with the
regulations of the national power administration agency, power industry overhaul rules,
recommendations from the equipment manufacturers, technical parameters of the Power Plant,
annual contracted power output provided in the Power Purchaser and Sale Contract and other
regulations.
	 
	8.2	 	Upon the receipt of the overhaul plans application submitted by Party B as stipulated in
Article 8.1 hereof, the Power Dispatching Agency of Party A shall, in compliance with the
provisions of Article 3.1 hereof and the actual conditions of the Grid, notify Party B in
writing the monthly, holiday or Special Operation Mode overhaul plan in relation to the
generation and electric equipments before the end of current month or one day prior to the
holidays or the adoption of the Special Operation Mode.
	 
	8.3	 	Before the implementation of the overhauls provided in Article 8.2 hereof, Party B shall
apply to the Power Dispatching Agency of Party A for the concrete overhaul content and the
on-off time of the generator units, which shall be confirmed by the Power Dispatching Agency
of Party A in accordance with the actual operation conditions of the Grid; Party B shall
strictly carry out the overhaul plans confirmed by the Power Dispatching Agency of Party A and
complete the overhaul work on time.
	 
	8.4	 	In case of any defaults to the auxiliary equipments, etc. of the Power Plant, which require
the operation under the decreased output of the generator units, Party B shall submit the
application for the Unplanned Overhaul to the Power Dispatching Agency




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		 	of Party A one hour in advance. The Power Dispatching Agency of Party A shall reply to such
application in light of the actual conditions of the Grid, and settle down the issue in
accordance with the overhaul regulations.
	 
	8.5	 	In case of the occurrence of any defaults to the generator units or the main electric
equipments, which need the Unplanned Outage, Party B shall submit the Unplanned Outage
application to the Power Dispatching Agency of Party A three hours in advance. The Power
Dispatching Agency of Party A shall reply such application in light of the actual conditions
of the Grid, and settle the issue in accordance with the overhaul regulations.
	 
	8.6	 	In case of any conditions of the Power Plant threatening the security of the staff or the
equipments of Party B, in spite of the provisions of Articles 8.4 and 8.5 hereof, Party B
shall deal with such conditions in accordance with the dispatching regulations and the
requirements of the accident spot settlement regulations, and report the conditions of such
accident to the on-duty dispatcher of the Power Dispatching Agency of Party A immediately.
	 
	8.7	 	In case of the occurrence of any accident provided in Articles 8.4 and 8.5 hereof or the
overhaul extension due to Party B’s reasons or activities, Party A shall deal with such issue
in accordance with the Power Purchase and Sale Contract.





ARTICLE 9 RELAY PROTECTION AND AUTOMATIC SAFETY DEVICES





	9.1	 	Party B shall strictly abide by the regulations and standards concerning the design and
operation of the relay protection and automatic safety devices of the Power Plant, and
conform to the following requirements:




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	 	(1)	 	Upon the occurrence of any defaults to the relay protection of the relevant
equipments of the Power Plant, Party B shall settle it immediately and report the
conditions in writing to the Power Dispatching Agency of Party A;
	 
	 	(2)	 	Party B shall report the running conditions of the relay protection of the
Power Plant for the previous month to the Power Dispatching Agency of Party A before
the 10th day of each month;
	 
	 	(3)	 	Party B shall file the notification letter listing out the setting values of
the relay protection which could be set by itself to the Power Dispatching Agency of
Party A;
	 
	 	(4)	 	Party B shall carry out commissioning for all the relay protection and
automatic safety devices of Power Plant to make such relay protection and automatic
safety devices comply with the requirements of the set letter, and implement periodic
testing and overhaul and keep the full testing records and reports in accordance with
the inspection requirements formulated by the national power administration
authority.






	9.2	 	The relay protection and automatic safety devices within the Power Plant must be coordinated
with the relay protection and automatic safety devices of the Grid. In case of any alteration
of the relay protection and automatic safety devices of the Grid, Party B shall adjust its
relay protection and automatic safety devices according to the requirements of Party A’s
dispatching in time in order to reach such factors:






	 	(1)	 	The operation factor for the main protection of the relay protections ≥96%;
	 
	 	(2)	 	The accuracy rate for the running of protections with 6.3KV and above ≥98.5%;
	 
	 	(3)	 	The accuracy rate for the running of all protections≥98.5%;
	 
	 	(4)	 	The availability for fault recording ≥95%;
	 
	 	(5)	 	The missing rate ≤5%.




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	9.3	 	In case of the occurrence of any of the following circumstances, Party B shall assume
the liability for breach of agreement in accordance with Article 14 hereof:






	 	(1)	 	The relay protection and automatic safety devices of the Power Plant of
Party B failing to reach the factors as required;
	 
	 	(2)	 	Any incorrect running of the relay protection and automatic safety devices of
Party B is caused by Party B’s reasons or any incorrect running of the relay
protection and automatic safety devices of the Grid is caused by reason of the Power
Plant of Party B.





ARTICLE 10 DISPATCHING AUTOMATIZATION





	10.1	 	Party B shall strictly abide by the regulations and standards concerning the design
and operation of the power dispatching automatization system of the Power Plant and
speed up the implementation and perfection which have not been implemented or
perfected, and comply with the following concrete requirements as set forth below:






	 	(1)	 	P and Q value of the generator, P and Q value of the main transformer (at the
high voltage side) , U value of the 6.3 KV busbar, P, Q and I values of the metering
juncture for the Grid connection and its relevant lines, on-off signals for
generators, main transformer and lines, on-off signal for all the intervals in
relation to he busbar’s operation, signals concerning the relay protections, signals
for the abnormal operation and accidents to the Power Plant;
	 
	 	(2)	 	RTU equipment shall match the automatization system of Party A and the
automatization system within the Power Plant.






	10.2	 	The power dispatching automatization system of the Power Plant shall satisfy the
main factors set forth below, and be kept for continuous, safe and stable operation:






	 	(1)	 	The annual examination rate for the transducer shall reach 80% with the




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	 	 	 	qualification rate > 90% (which shall be within its accurate range);
	 
	 	(2)	 	The network control supervisory system ≥99.8% (dual-computer system).






	10.3	 	In case of the occurrence of any of the following circumstances, Party B shall assume the
liability of breach of agreement to Party A in accordance with the provisions of Article14
hereof:






	 	(1)	 	The correct running rate for the tele-signaling during the accidents shall
reach 100% at every missing running or incorrect running;
	 
	 	(2)	 	The monthly qualification rate for the tele-metering shall be ≥99% with one
percent lower than 99% each year (including less than one percent).





ARTICLE 11 POWER DISPATCHING COMMUNICATION





	11.1	 	Party B shall strictly abide by the regulations and standards concerning the design and
operation of the power dispatching communication equipments of the Power Plant and speed up
the implementation and perfection which have not been implemented or perfected, and comply
with such concrete requirements set forth below:






	 	(1)	 	There must be specified and separately independent main and standby channels
for the dispatching and automatization of the two different communication circuits
between Party A and Party B, and the communication facilities located at the Power
Plant shall be ensured to be operated continuously and reliably; in addition, there
must be specified and separately independent main and standby channels for the relay
protection and automatic safety devices in relation to Party B and the Grid as well,
which shall be ensured to be continuously unblocked and reliable;
	 
	 	(2)	 	The model collections and configurations of the interconnected communication




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	 	 	 	equipments for the power communication net between Party A and Party B shall be
approved by Party A;
	 
	 	(3)	 	The arrangement of the carrier frequency of Party B and its other wireless
frequencies shall be applied to Party A, and implemented after the examination and
checking without defaults and the written confirmation by Party A.






	11.2	 	Party B shall ensure the reliability and accuracy of the tele-control metering information
for the power output transmitted by Party B to Party A can reach the electric power industry
standards.
	 
	11.3	 	The power dispatching communication system of the Power Plant shall reach the following
factors:






	 	(1)	 	The operation rate for carrier wave equipment shall be ≥99.5%.






	11.4	 	In case of the occurrence of any of the following circumstances, Party B shall assume
the liability of breach of agreement to Party A in accordance with the provisions of

Article14 hereof:






	 	(1)	 	The occurrence of any communication accidents due to the reasons of the
Power Plant (confirmed by the relevant regulations in accordance with the original
electric power department);
	 
	 	(2)	 	The full interruption of the communication circuit specifically for the use
of Party A and the Power Plant due to the reasons of the Power Plant;
	 
	 	(3)	 	In case of any accidents occurred to the Grid, the interruption of the
tele-control channel and relay protection due to the communication liability of the
Power Plant;
	 
	 	(4)	 	Any communication breakdown due to the reasons of the Power Plant;




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	 	(5)	 	The operation rate for the communication equipments in the charge of Party B is
below the factors indicated in Article 11.3.





ARTICLE 12 AUXILIARY SERVICES





	12.1	 	The on-duty dispatcher of Party A is entitled to appoint any generator unit to participate
in the frequency modulation of the Grid, and Party B shall carry out such dispatching
direction accordingly. The Power Dispatching Agency of Party A shall adjust the daily
generation dispatching plan, and the output modulation for the generator unit participating
in the frequency modulation shall be carried out in accordance with the Grid frequency under
the conditions set forth below:






	 	12.1.1	 	The frequency of the Grid under the normal condition:






	 	(1)	 	In the event that the frequency of the Grid exceeds 50±0.5HZ, and
the generator unit participating in the frequency modulation fails to reach its
corresponding maximum or minimum output, such failure would be counted as one
unqualified point for the frequency modulation of the Power Plant;
	 
	 	(2)	 	In the event that the frequency of the Grid exceeds 50±0.5HZ
continuously, and the generator unit participating in the frequency modulation
still fails to reach its corresponding maximum or minimum output, every five
minutes will be considered as a base period time for one unqualified point for
the frequency modulation of the Power Plant.
	 
	 	 	 	In case of the occurrence of such unqualified points, Party B shall assume the
liability of breach of agreement to Party A in accordance with the provisions
of Article14 hereof.






	 	12.1.2	 	The frequency modulation of the Grid under the specific conditions
	 
	 	 	 	In the event that the frequency of the Grid exceeds 50±0.5HZ due to the specific





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	 	 	 	conditions of the Grid, the Power Plant shall modulate the generator units to the
corresponding maximum or minimum output at the regulated velocity, otherwise every
five minutes will be considered as a base period time for one unqualified point for
the frequency modulation of the Power Plant, and Party B shall assume the liability of
breach of agreement to Party A in accordance with the provisions of Article14 hereof.






	12.2	 	Party B shall assist in modulating the 110KV voltage through the modulation of the
reactive output (including the under-excitation operation of the generator units) in
accordance with the voltage curve released by the Power Dispatching Agency of Party A. In the
event that Party B fails to ensure the 110KV voltage being within the voltage curve
which is considered to be within the capability of Party B (referring to the condition that
the stator current and rotor current of the generators does not exceed the rated value, or
the condition that the output rate for the generators fails to reach 0.8 with the voltage
below the lower limit of the voltage curve), every five minutes will be considered as a base
period time for one unqualified point of the Power Plant by the Power Dispatching Agency of
Party A; and in case of the occurrence of such unqualified point, Party B shall assume the
liability of breach of agreement to Party A in accordance with the provisions of Article14
hereof.
	 
	12.3	 	The standby generator units of the Power Plant (including the standby generator units for
accidents, capacity, overhaul and etc.) must be standby for the usage of the Grid, upon the
receipt of the dispatching directions from the on-duty dispatcher of Party A, the required
generator unit shall be connected to the Grid within fifteen minutes. The on-grid
generator unit shall reach the output requirement within the prescribed time in accordance
with its performance conditions.




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ARTICLE 13 FORCE MAJEURE





	13.1	 	“Force Majeure Events” refers to any natural or social events that are unforeseen, the
occurrence and consequences of which are unavoidable and beyond reasonable
control, and insurmountable, at the time of signing this Agreement.
	 
	 	 	Such events include: typhoon, earthquake, war and etc.
	 
	13.2	 	In the event that the Force Majeure Event affects the ability of either Party to
perform this Agreement, the affecting Party shall send a notice in writing to other
Party, informing the occurrence date, the anticipated duration, nature, the impact on
its performance of this Agreement, and the measures taken by it to mitigate the
impact of the Force Majeure Event.
	 
	 	 	Within fifteen days from the occurrence of such Force Majeure Events (in case of
communication interruption, from the restoration date of communication), the Party
claiming Force Majeure Events shall provide the other Party with the evidential documents
issued by a notary public which is located at the place where such Force Majeure Events
occur.
	 
	13.3	 	Unless otherwise prescribed in this Agreement, the performance liabilities of the
Party claiming Force Majeure Events within the Force Majeure Event scope shall be

exempted, provided that:






	 	(1)	 	The scope and duration for the exempted liability shall not exceed the scope
and duration of the Force Majeure Events;
	 
	 	(2)	 	The liability which has already been incurred by the affecting Party in
accordance with this Agreement before the occurrence of the Force Majeure Event shall
not be exempted;
	 
	 	(3)	 	The affecting Party shall make reasonable efforts to remedy its failure to




27









 






	 	 	 	perform this Agreement, and do its best to avoid or mitigate the losses caused by
the Force Majeure Events.






	13.4	 	The affecting Party shall take reasonable measures to mitigate the losses incurred by either
or both Parties to this Agreement caused by the Force Majeure Events. Both Parties shall
immediately consult with each other in order to work out and carry out the remedy plan and
reasonable alternative measures to mitigate or eliminate the impact of the Force Majeure
Events.
	 
	 	 	In the event that the affecting Party fails to use reasonable endeavors to mitigate the
impact of the Force Majeure Events, such Party shall assume the liability for the enlarged
losses.





ARTICLE 14 LIABILITIES FOR BREACH OF AGREEMENT





	14.1	 	Breach of Agreement
	 
	 	 	Unless otherwise provided in this Agreement, in case of any occurrence of any breach of
agreement, non-defaulting Party is entitled to send the defaulting Party a written notice
to request the rectification of such breach, and the defaulting Party shall rectify its
breach of agreement once it receives such notice.
	 
	14.2	 	Without prejudice to the provisions of Article 14.1 hereof, in case of any of the
following breaches committed by Party A, Party B is entitled to require the liquidated

damages from Party A in the following methods:






	 	(1)	 	The Power Dispatching Agency of Party A shall conduct the dispatching work in
accordance with the checked annual generation utilization hours (“Utilization Hours”),
in case of any large deviation between the Utilization Hours and the generator units
of Party B due to the Party A’s dispatching, Party




28









 






	 	 	 	B is entitled to settle it in the methods as provided in the Power Purchase and
Sale Contract;
	 
	 	(2)	 	Any direct loss, which is caused by the negligence, fault, unreasonable
dispatching or inappropriate dispatching of Party A, shall be compensated by Party A
to Party B correspondingly.






	14.3	 	If Party B connects its generator units on the Grid unilaterally without any consent
from Party A, Party A can order Party B to disconnect it by itself and the power
output generated during such grid connection shall not be calculated as the power
output for settlement under the Power Purchase and Sale Contract; in addition, Party
B shall pay Party A the liquidated damages calculated according to the formula set
forth below:
	 
	 	 	The amount of liquidated damages = nameplate output of the on-grid generator units Xhours
for the unilateral grid connection X on-grid tariff
	 
	14.4	 	Without prejudice to the provisions of Article 14.1 hereof, in case of any of the
following breaches committed by Party B, Party A is entitled to request the liquidated damages from Party A in the following methods:






	 	(1)	 	In case of the breaches provided in Articles 9.3, 10.3 and 11.5 hereof
committed by Party B, Party B shall pay Party A the liquidated damages in the amount
of RMB 20,000;
	 
	 	(2)	 	In the event that the auxiliary services provided by Party B in accordance
with Article 12 hereof fail to reach the standards listed out in Articles 12.1 and
12.2, Party B shall pay the liquidated damages in the amount of RMB 20,000 for each
unqualified point;
	 
	 	(3)	 	In the event that Party B fails to implement the dispatching direction or
intentionally delays the implementation of the dispatching direction without any
justified reasons after its releasing, and Party B still fails to or delays




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	 	 	 	implementing the dispatching direction when the on-duty dispatcher of Party A
reiterates the dispatching direction and requires Party B’s immediate
implementation, Party B shall pay the liquidated damages in the amount of RMB 50,000
to Party A. In case of any loss incurred by the Grid as a result of the aforesaid
breach, Party B shall compensate the corresponding loss;
	 
	 	(4)	 	If Party B fails to report the actual defects of the generator units,
hydraulic turbine and relevant electric equipments upon the occurrence of any
accidents to the Power Plant, which causes the enlargement of the accidents or brings
difficulties to the accident condition analysis of Party A, Patty B shall compensate
the corresponding loss;
	 
	 	(5)	 	If the Annual Equivalent Unplanned Outage Hours of the Power Plant exceeds
the Annual Allowable Equivalent Unplanned Outage Hours and the corresponding
settlement resolution has been agreed in the Power Purchase and Sale Contract, the
settlement shall be carried out in accordance with the provisions of the Power
Purchase and Sale Contract.






	14.5	 	In the event that Party B commits a breach of the dispatching regulations to a
material extent or carries out the activities provided in Article 14.4 hereof three times
within one year, Party A can send Party B the notification in writing for the
Disconnection of the Power Plant. In the event that Party B still fails to rectify or
re-commits the breach after the sending of the aforesaid notification by Party A, Party
A is entitled to disconnect the Power Plant from the Grid and Party B has no right to
claim for any compensation on the loss due to such Disconnection by Party A.
	 
	 	 	Party A may require the suspension of this Agreement in the aforesaid Disconnection
notification. In the event that Party B still fails to rectify or re-commits the breach,
Party A may suspend the performance of this Agreement.
	 
	14.6	 	As for the liquidated damages payable by any Party to the other Party, in case of any
provisions with respect to the payment of the liquidated damages provided in the




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	 	 	Power Purchase and Sale Contract, such payment shall be made in accordance with the
provisions of the Power Purchase and Sale Contract. In case of any dispute between both
Parties, Article 17 hereof shall be applicable.
	 
	14.7	 	In the event that any loss incurred by any Party caused by the failure to implement the
dispatching direction, the block of communication channels and etc. due to the reasons of any
third party, the Party incurred losses may claim compensation against such third party and
any Party shall provide the other Party with reasonable assistance for such claim.





ARTICLE 15 TERMINATION IN ADVANCE





	15.1	 	In case of the occurrence of any of the following events to any Party, the other Party
is entitled to terminate this Agreement after sending the notice of the termination in

advance:






	 	(1)	 	Any Party goes bankrupt, or its business license is revoked;
	 
	 	(2)	 	The Power Purchase and Sale Contract has been terminated.






	15.2	 	In the event that Party B fails to rectify its breach of agreement within seven days
after the suspension of the performance by Party A in accordance with Article 14.5 hereof, Party A may unilaterally rescind this Agreement.





ARTICLE 16 EFFECTIVENESS AND VALID TERM




	16.1	 	Effectiveness of this Agreement




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	 	 	This Agreement shall come into effect on the same day as the effectiveness date of the
Power Purchase and Sale Contract after the signing of this Agreement, the valid term of
which shall be from the effectiveness date of this Agreement to the termination or
expiration of the Power Purchase and Sale Contract.





ARTICLE 17 DISPUTE RESOLUTION





	17.1	 	Consultation
	 
	 	 	Any dispute arising in the course of the performance of this Agreement shall be firstly
resolved by the Parties through friendly consultation; if such dispute cannot be resolved
through consultation within seven days after the commencement of the friendly
consultation, or both Parties are unwilling to resolve such dispute through consultation,
the procedures of Articles 17.2 and 17.3 may be applicable.
	 
	17.2	 	Mediation
	 
	 	 	In the event that both Parties could not resolve the dispute through consultation in
accordance with Article 17.1, any Party may apply for the convening of the expert panel for
the mediation of the dispute. Such expert panel may be appointed by the superior power
administration authority upon the application.
	 
	 	 	The Party firstly applying the dispute to the expert panel for mediation shall submit the
following documents to the expert panel and the other Party: (1) the statement of the
dispute; (2) the statement of its opinion; (3) the copies of relevant evidential documents.
	 
	 	 	Within seven days upon the receipt of such documents, the other Party shall submit: (1)
the statement of the dispute; (2) the statement of its opinion; (3) the copies of relevant
evidential documents.
	 
	 	 	In the event that the mediation resolution cannot be agreed by both Parties within





32









 






	 	 	thirty days after the application of the dispute submitted to the expert panel, any Party
may submit such dispute for arbitration or litigation according to Article 17.3 hereof.
	 
	17.3	 	Arbitration/Litigation






	 	17.3.1	 	Litigation
	 
	 	 	 	In the event that both Parties could not resolve any dispute in accordance with the
Article 17.1 or 17.2, any Party is entitled to bring lawsuit to the [competent]
people’s court.
	 
	 	17.3.2	 	Arbitration
	 
	 	 	 	In the event that both Parties cannot resolve any dispute in accordance with the
Article 17.1 or 17.2, any Party is entitled to submit the dispute to the Arbitration
Committee of Dehong Prefecture for resolution through arbitration in
accordance with its then prevailing arbitration rules in Mang City. The
arbitration award shall be final and binding on both Parties to this Agreement.






	17.4	 	The provisions of this Article shall remain effective after the termination of this
Agreement, and shall not lapse until the settlement of any dispute arising out of this Agreement.





ARTICLE 18 MISCELLANEOUS





	18.1	 	Confidentiality
	 
	 	 	Both Parties warrant to maintain confidential all materials and documents (no matter in
financial, technical or other respects) which are procured from the other Party and




33









 






	 	 	could not be obtained from the public channel. Without the prior consent 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 the disclosure is required by laws
or is made to the creditors, investors or its consultants.
	 
	18.2	 	Transfer
	 
	 	 	Both Parties agree that, upon the effectiveness of this Agreement, any Party can transfer
all or part of its rights under this Agreement to any third party, provided that a written
notice shall be sent to the other Party in advance; any Party may not transfer all or part
of its obligations under this Agreement to any third party unless it has obtained the
consent of the obligee in advance.
	 
	18.3	 	Entire Agreement
	 
	 	 	This Agreement and the appendices hereto constitute the entire agreement between both
Parties pertaining to the subject matter of this Agreement, and shall replace any prior
discussions, negotiations, contracts and agreements between both Parties in respect of the
subject matter of this Agreement.
	 
	18.4	 	The modification and Amendment to this Agreement
	 
	 	 	Any modification, supplement or amendment to this Agreement shall be carried out in
written form and shall come into effect upon being signed by the authorized
representatives of both Parties.
	 
	 	 	In the event that this Agreement cannot be performed, or the purpose underlying this
Agreement cannot be realized due to the change of national laws, policies, or
circumstances, etc., this Agreement may be amended upon mutual agreement through
consultation. Any amendment made by any Party in accordance with this Article shall not be
deemed as a breach of this Agreement.




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	18.5	 	Notification
	 
	 	 	Any notification sent by any Party to the other Party in accordance with this Agreement
shall be delivered through express mail, facsimile or email. A notification, in case of
being delivered by facsimile or email, shall be deemed as having been officially served
upon the confirmation by the recipient or its facilities.
	 
	18.6	 	Waiver
	 
	 	 	Any waiver of any of its rights under this Agreement of any Party, which is not conducted
in a written statement, shall not be deemed as a waiver thereof. Either Party’s failure to
exercise any of its rights under this Agreement shall not be considered to be a waiver of
any of its aforesaid rights or a waiver of any of its aforesaid rights in the future.
	 
	18.7	 	Applicable Law
	 
	 	 	This Agreement shall be governed by the laws of the People’s Republic of China, and shall
be interpreted accordingly.
	 
	18.8	 	Continuous Effectiveness
	 
	 	 	The relevant provisions with respect to the termination, arbitration and confidentiality
shall remain effective after the termination of this Agreement.
	 
	18.9	 	Text
	 
	 	 	This Agreement is executed in four counterparts, both Parties shall each hold
one counterpart, and the rest two counterparts shall be filed with the
local power administration authority.




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	Party A: Yunnan Dehong
Electric Power Co.,
Ltd.

	 	Party B: Yingjiang County Huafa
Electric
Power Development Co., Ltd.
	 
	 	 
	(Stamp)

	 	(Stamp)

	 
	 	 
	Legal Representative:

	 	Legal Representative:
	 
	 	 
	or

	 	or
	 
	 	 
	Authorized Representative:

	 	Authorized Representative:
	 
	 	 
	Signing Date: January15, 2004

	 	Signing Date: January15, 2004






Signing Place: Mang City





36