EX-10.44






Exhibit 10.44




Agreement No: 200704




GRID CONNECTION ECONOMIC AGREEMENT



PARTY A (PURCHASER): LISHUI POWER INDUSTRY BUREAU



PARTY B (SELLER): LONGQUAN RUIYANG CASCADE II HYDROELECTRIC CO., LTD.




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Name of Power Purchaser: Lishui Power Industry Bureau 



Contact Person: Wu Jianping 



Telephone Number: 2100401 Fax:                      Post Code: 323000 



Mail Address: No.699, Zhongdong Road, Lishui City 



Bank of Deposit: Industrial and Commercial Bank of China, Lishui City Chuzhou Sub-branch 



Bank Account: 1210200009021000949



Tax Registration Number: 331100848862337



Business License Number: 3325001001125 (1/1)



Name of Power Seller: Longquan Ruiyang Cascade II Hydroelectric Co., Ltd.



Contact Person: Zheng Suming           E-mail:                     



Telephone Number: 0578-6135297, 13567625084 Fax: 0578-6135297



Mail Address: Jin Village, Xiaomei Town, Longquan City Post Code: 323702



Name of Bank Account: Longquan Ruiyang Cascade II Hydroelectric Co., Ltd.



Bank of Deposit: China Construction Bank, Longquan City Sub-branch



Bank Account: 330696235012216000000030



Tax Registration Number: 331181704773212



Business License Number: 3325021000723




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For the purpose of coordinating the relationship between the Power Seller and the Power
Purchaser, specifying the rights and obligations of both Parties, establishing the normal
relationship among power generation, power purchase and power supply, and smoothly carrying
out sale and purchase of power, 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 Interim Measures on
the Mediation of Power Disputes, the Regulation on the Supply and Use of Power, the
Administration Regulation on Grid Dispatching and other relevant laws and regulations, on
the principle of equality and willingness, the Power Seller and the Power Purchaser, after
consultations, have entered into the following agreement to be jointly observed and strictly
implemented:





	1.	 	Definition and Interpretation
	 
	1.1	 	Unless otherwise required by the context, the terminologies of this Agreement shall be
defined as follows:
	 
	1.1.1	 	“Power Plant” refers to the power generation facilities with the total
installed capacity of 32,000 kw (with the unit capacity of 16,000 kw, the total number of
generators is two, specifically, No.1 and No. 2) and all auxiliary facilities stretching to
the property demarcation point, which are owned, constructed, operated and managed by the
Power Seller and located in Longquan City.
	 
	1.1.2	 	“Annual Actual On-grid Electricity Output” refers to the electricity output
transmitted by the Power Seller to the Power Purchaser at the Metering Point each year. The
unit for metering electricity output is kwh.
	 
	1.1.3	 	“Power Purchaser’s Reason” refers to the requirements raised by or liabilities
assumed by the Power Purchaser, including the liabilities assumed by the Power Purchaser due
to the failure to implement relevant State provisions and standards, etc., which results in
the enlargement of the scope of accidents.
	 
	1.1.4	 	“Power Seller’s Reason” refers to the requirements raised by or liabilities
assumed by the Power Seller, including the liabilities assumed by the Power Seller due to
the failure to implement relevant State provisions and standards, etc., which results in the
enlargement of the scope of accidents.
	 
	1.1.5	 	“Metering Point” refers to the points on which the electric energy metering
devices are installed as indicated in Appendix II hereto. Metering points are generally
located at the property demarcation point of both Parties. In the event that the electric
energy metering devices cannot be installed at the property demarcation point of both
Parties, the installation point shall be determined by both Parties through consultation.




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	1.1.6	 	“Grid Connection” refers to the transmission of the power generated by the
Power Seller to the Power Purchaser’s grid.
	 
	1.1.7	 	“Method of Grid Connection” refers to the connection method between the Power
Plant of the Power Seller and the grid of the Power Purchaser.
	 
	1.1.8	 	“Property Demarcation Point” refers to the demarcation point between the
assets of the Power Seller and the assets of the Power Purchaser.
	 
	1.1.9	 	“Regulations” refer to all laws, administrative regulations, rules, provisions,
policies, decrees, orders, instructions, notices, requirements and interpretations, etc.,
promulgated by the State, government and government departments.
	 
	1.1.10	 	“On-grid Output” refers to the electricity output transmitted to the Power
Purchaser’s grid by the Power Plant of the Power Seller.
	 
	1.1.11	 	“Grid Supply Output” refers to the electricity output transmitted to the
Power Plant of the Power Seller from the grid of the Power Purchaser.
	 
	1.1.12	 	“CT” refers to current transformer.
	 
	1.1.13	 	“PT” refers to phase voltage transformer.
	 
	1.1.14	 	“Power Factor” refers to the factor of power.
	 
	 	 	“Monthly Average Power Factor” refers to the monthly average of the factor
of power, which shall be calculated in accordance with the following formula:
	 
	 	 	Monthly Average Power Factor =











	1.1.15	 	“On-grid Tariff” refers to the tariff executed for the purchase of power by
the Power Purchaser from the Power Seller.
	 
	1.1.16	 	“Grid Supply Tariff” refers to the tariff executed for the purchase of power
by the Power Seller from the Power Purchaser.
	 
	1.1.17	 	“On-grid Electricity Fees” refers to the fees paid to the Power Seller for
the purchase of the On-grid Output by the Power Purchaser.
	 
	1.1.18	 	“Grid Supply Electricity Fees” refers to the fees paid to the Power Purchaser
for the purchase of the Grid Supply Output by the Power Seller.




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	 	 	“Peak Period” refers to 8:00 to 22:00
	 
	 	 	“Valley Period” refers to 22:00 to 8:00 of the next day
	 
	1.1.19	 	“Force Majeure” refers to the objective events which cannot be predicted,
avoided or overcome, including eruption of volcano, tornado, tsunami, snowstorm, mudslide,
landslide, flood, fire, failure of water to reach the designed standard, earthquake,
typhoon, thunder and lightening and fog flash beyond the designed standard, nuclear
radiation, war, plague, turbulence etc.
	 
	1.2	 	Interpretations
	 
	1.2.1	 	This Agreement shall be binding on the legal successor or assignee of any Party,
unless otherwise agreed by the Parties. When the circumstance provided in this paragraph
occurs, relevant obligors shall perform necessary notification obligation and perfect legal
procedures in accordance with law.
	 
	1.2.2	 	Unless otherwise required by the context, the day, month and year referred to in this
Agreement shall refer to the day, month and year of the Gregorian calendar.
	 
	1.2.3	 	The word “include” in this Agreement refers to including, without limitation.
	 
	2.	 	Obligations of both Parties
	 
	2.1	 	The obligations of the Power Purchaser shall include the following:
	 
	2.1.1	 	To purchase the electricity generated by the Power Plant owned by the Power Seller in
accordance with the plan of generation output issued by relevant governmental authority.
	 
	2.1.2	 	To comply with the Grid Connection and Dispatching Agreement entered into by and
between both Parties, operate and maintain relevant transmission and transformation
facilities in accordance with the standards of the State and power industry, and maintain
the safe, high quality and economic operation of power system.
	 
	2.1.3	 	To implement power dispatching and information disclosure publicly, impartially and
fairly in accordance with relevant provisions of the State and to furnish relevant
information concerning electricity utilization load, reserve capacity, operational status of
transmission and transformation facilities, etc. so as to perform this Agreement.




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	2.1.4	 	To provide the Power Seller with the power needed for the re-start of generator units
of the Power Plant in accordance with relevant provisions of the State or agreements of both
Parties.
	 
	2.1.5	 	To strictly execute the Administration Regulation on Grid Dispatching, the Rules on
the Power System Dispatching of Zhejiang Province, and administration systems of power
production and operation.
	 
	2.1.6	 	To comply with the unified administration of power grid and to execute the Notice concerning
Administration Regulations on the Operation of the Connection of Power Plants of Zhejiang Province,
Local Grids and Zhejiang Grid (Trial).
	 
	2.2	 	The obligations of the Power Seller shall include the following:
	 
	2.2.1	 	To sell the electricity which is in compliance with the standards of the State and
power industry to the Power Purchaser in accordance with this Agreement.
	 
	2.2.2	 	To observe the Grid Connection and Dispatching Agreement entered into by and between
both Parties, to follow the uniform power dispatching, and to strictly execute the
Administration Regulation on Grid Dispatching, the Rules on the Power System Dispatching of
Zhejiang Province, and administration systems of power production and operation; to operate
and maintain the Power Plant in accordance with the standards of the State and power
industry and dispatching rules so as to ensure the operational capacity of generator units
to reach the requirements of technical standards and rules issued by relevant government
departments of the State, and maintain the safety, high quality and economic operation of
power system.
	 
	2.2.3	 	To provide the Power Purchaser with production report forms, reliability index of
generator units of the Power Plant and the operational status of the facilities every month.
	 
	2.2.4	 	To compensate the reasonable cost incurred by the Power Purchaser for providing the
paid auxiliary service as required in accordance with relevant provisions of the State.
	 
	2.2.5	 	Not to carry out power supply business directly with the customers.
	 
	2.2.6	 	To install electric power load control device and information collection device of the
Power Plant in accordance with the provisions of the State, to be responsible for the
protection and monitoring of the normal operation of the devices mentioned above; and in
case of abnormity, to notify the Power




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	 	 	Purchaser in a timely manner. In the event that the aforesaid devices are damaged
due to the Power Seller’s Reason, the Power Seller shall be liable for compensation.
	 
	 	 	The Power Purchaser shall be responsible for the maintenance and management of the
electric energy metering device, electric power load control device and information
collection device of the Power Plant which have been installed.
	 
	2.2.7	 	To strictly execute the active curve, voltage curve and power factor curve issued by
the Power Purchaser for grid connection.
	 
	2.2.8	 	To formulate the on-site operational manuals and security measures for the safe
operation of the Power Plant which shall be filed with the Power Purchaser for record and
which shall not be in conflict with the aforesaid provisions and the terms of this
Agreement.
	 
	3.	 	Method and Capacity of Grid Connection
	 
	3.1	 	Method of Grid Connection: the grid connection voltage level of the Power Seller is 110
kv. The power generated by Party B shall, after pressure rising, be transmitted to 220kv
Hongshan Substation of Longquan power grid through 110kv Ruihong 1077 Line.
	 
	3.2	 	Capacity of Grid Connection: 32,000kw, including two generator units with the unit
capacity of 16,000kw.
	 
	4.	 	Property Demarcation and Maintenance & Management
	 
	4.1	 	The Property Demarcation Point shall be set at the connection point of the down lead of
No.1 standard bar at the side line of 110kv Ruihong 1077 Line outside of wall of 220kv
Hongshan Substation.
	 
	4.2	 	Scope for the liability of maintenance and management of the facilities: Party A shall
be responsible for the section where the substation is located at the Property Demarcation
Point and Party B shall be responsible for the rest section.
	 
	5.	 	Metering of Electric Power
	 
	5.1	 	The Metering Point of On-grid Output and Grid Supply Output of the Power Plant shall be
set at the following point:




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	 	(1)	 	The space of the 110 kv Ruihong 1077 line of 220 kv Hongshan Substation on Longquan
power grid, the no-load voltage ratio of CT shall be 600/5=120, the comprehensive
no-load voltage ratio=120 ́110=132,000.






	5.2	 	The electric energy metering devices shall include kilowatt-hour meter, potential
voltage transformer for metering, current transformer, secondary circuit and electric energy
metering tank/case, etc. The metering checking department of the Power Purchaser (the
metering institute authorized by the State) shall be responsible for the checking,
installation, replacement and sealing of the electric energy metering devices and both
Parties may supervise it on the spot. The Power Seller may, when necessary, install
self-equipped electric energy metering devices on the non-metering points so as to verify
the accuracy of the metering devices of the Power Purchaser (provided the quality of such
devices shall be examined to be qualified by the legal or authorized metering checking
institute of the State). In case of any default to the metering devices of the Power
Purchaser, the data on the metering devices of the Power Seller may be used for reference.
	 
	5.3	 	The Power Purchaser shall enseal the kilowatt-hour meter, the front and back door of the
electric energy metering screen (tank/case) (including the marshal panel and rosette of CT
circuit terminal), PT terminal tank (including PT metering circuit fuse) and the knife of
pressure transmitter, all of which shall not be unsealed by the Power Seller without
permission except under emergency circumstances. In the event that the Power Seller must
unseal such devices mentioned above under emergency circumstances, it shall report to the
Power Purchaser within twelve (12) hours after the unsealing and provide the Power Purchaser
with relevant evidential documents or records regarding the occurrence of the emergency.
	 
	5.4	 	Treatment of metering abnormality. In the event that any Party hereto finds any
abnormality or default to the electric energy metering devices which affects the metering of
electric energy, such Party shall notify the other Party and the metering examination
institute recognized by both Parities immediately so as to jointly find out the problems and
to restore the normal metering as soon as possible.
	 
	 	 	Under normal circumstances, the settlement electricity output shall be determined based
on the data indicated on the main meter at the trade settlement metering point. In case
of abnormity of the main meter, the data indicated on the sub-meter shall be followed.
In case of abnormity of both the main meter and the sub-meter at the trade settlement
metering point, the data indicated on the main meter of the counterparty shall be
followed. In case of abnormity of the main meter of the counterparty, the data indicated
on the sub-meter of the counterparty shall be followed. As for other abnormal
circumstances, on the basis of fully




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	 	 	consultations between both Parties, the electricity output within the abnormal period
shall be determined in accordance with the information provided by the no-voltage
records and no-voltage time metering devices, etc.






	6.	 	Purchase and Sale of Electricity Output
	 
	6.1	 	Purchase and sale of On-grid Output
	 
	6.2	 	The Power Purchaser shall approve the On-grid Output plan of the Power Seller within
different periods of time for each month in accordance with the requirements of safe
operation of the grid. The Power Seller shall strictly generate power in accordance with the
On-grid Output plan index approved by the Power Purchaser.
	 
	6.3	 	On-site recording of the settlement electricity output data. Prior to the startup
operation of distant terminal of electric energy output of the Power Purchaser, the recorded
data shall be the data at 24:00 indicated in the clause (3) by using the frozen function of
the kilowatt-hour meter and shall be recorded on site on the next day as agreed by the staff
of both Parties.
	 
	6.4	 	In the event that the On-grid Output of the Power Seller exceeds the index of the
monthly plan arranged by the Power Purchaser due to the Power Seller’s Reason, the Power
Purchaser shall not purchase the portion of the On-grid Output exceeding ‰ of the planned
index; in the event that the On-grid Output exceeds the index of the monthly plan arranged
by the Power Purchaser due to the Power Purchaser’s Reason, the Power Purchaser shall
purchase the exceeding portion. However, the annual total On-grid Output of the Power Seller
shall not exceed the planned index arranged by the Power Purchaser.
	 
	6.5	 	In the event that the On-grid Output of the Power Seller is below the index of the
monthly plan due to the Power Purchaser’s Reason, as for the difference between the On-grid
Output and the index of the monthly plan, the Power Purchaser agrees to transfer such
difference for the usage of next month. In the event that the On-grid Output is below the
index of the monthly plan arranged by the Power Purchaser due to the Power Seller’s Reason,
such difference of current month shall become invalid.
	 
	6.6	 	The Power Seller shall generate power in strict compliance with the active curve, and
power factor curve of daily power generation instructed by the Power Purchaser and transmit
the qualified on-grid electric power to the Power Purchaser. The permitted deviation of
power generation active curve is ±3% and the Power Purchaser shall not pay fees for the
portion above 3% of the power generation active curve, and deduct the deficiency electricity
portion below 3% of




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	 	 	the power generation active curve correspondingly from the output index of current
month.
	 
	 	 	The permitted deviation of power factor curve is + 0.01 and the active electricity
output generated during the period over the permitted deviation shall be calculated on
0.8 times.
	 
	 	 	In the event that the operation of the Power Seller is over the +3% of active curve and
+0.01 of power factor curve in accordance with the requirements of the Power Purchaser,
the On-grid Output shall be settled in accordance with the actual output.
	 
	6.7	 	The Power Purchaser shall purchase the electricity output from the Power Seller on the
principle of competitive bidding for grid connection when conditions permit.
	 
	7.	 	Tariff, Electricity Fees and Settlement
	 
	7.1	 	Both the Power Purchaser and the Power Seller shall strictly execute the tariff approved
by the price regulatory authority.
	 
	7.2	 	The peak On-grid Tariff for the power transmitted from the Power Seller to the Power
Purchaser shall be RMB 0.535/kwh and the valley On-grid Tariff shall be RMB 0.268/kwh. The
Grid Supply Tariff for the power transmitted from the
Power Purchaser to the Power Seller shall execute the uniform non-industrial tariff of
Zhejiang Province.
	 
	7.3	 	In the event that the tariff is adjusted during the valid term of this Agreement, the
adjusted tariff shall be followed.
	 
	7.4	 	The aforesaid tariff shall include taxes.
	 
	7.5	 	The Power Purchaser shall issue the clearance list for the previous month prior to the
10th day of each month and the Power Seller shall issue invoice to the Power
Purchaser according to the clearance list and the Power Purchaser shall settle the
electricity fees with the Power Seller within the consequent month. The payment shall be
postponed accordingly in case of statutory holidays and vacations.
	 
	7.6	 	As for the Grid Supply Electricity Fees transmitted from the Power Purchaser to the
Power Seller, the Power Purchaser shall issue the invoice for electricity fees to the Power
Seller prior to the 10th day of the next month and the Power Seller shall pay off
such fees prior to the 10th day of each month. The payment shall be postponed
accordingly in case of statutory holidays and vacations.




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	7.7	 	The Grid Supply Electricity Fees transmitted from the Power Purchaser to the Power
Seller shall be calculated in accordance with the following formula:
	 
	 	 	The Grid Supply Electricity Fees=Grid Supply Electric Energy Fee X (1+ Adjusted Value
of Power Factor)
	 
	 	 	Among which, Grid Supply Electric Energy Fee=Grid Supply Output X Grid Supply Tariff
	 
	 	 	Grid Supply Output=(End Degree for the Grid Supply of this Month indicated on the space
of 110kv Ruihong 1077 Line of Longquan 220kv Hongshan Substation — Start Degree for the
Grid Supply of this Month indicated on the space of 110kv Ruihong 1077 Line of Longquan
220kv Hongshan Substation) X 132,000.
	 
	7.8	 	The On-grid Electricity Fees shall be calculated in accordance with the following
formula when all indexes are in compliance:
	 
	 	 	On-grid Electricity Fees=On-grid Peak Output X Peak Tariff + On-grid Valley Output X
Valley Tariff
	 
	 	 	Among which, On-grid Peak Output=( End Degree for the On-grid Peak of this month
indicated on the space of 110kv Ruihong 1077 Line of Longquan 220kv Hongshan Substation
 — Start Degree for On-grid Peak of this month indicated on the space of 110kv Ruihong
1077 Line of Longquan 220kv Hongshan Substation)
X 132,000;
	 
	 	 	On-grid Valley Output=( End Degree for the On-grid Valley of this month indicated on the
space of 110kv Ruihong 1077 Line of Longquan 220kv Hongshan Substation — Start Degree
for On-grid Valley of this month indicated on the space of 110kv Ruihong 1077 Line of
Longquan 220kv Hongshan Substation)
X 132,000
	 
	7.9	 	In the event that the Parties cannot reach agreement on the metering of electric energy
or electricity fees, the Parties shall firstly pay off electricity fees according to the
settlement list (invoice), thereafter, both Parties shall negotiate on the refund or further
payment of electricity fees in accordance with the provisions of Regulations regarding
electric power and metering.
	 
	 	 	Both Parties agree to keep original materials and records respectively for the
examination of statements and records or double-check of the accuracy of the calculation
within the reasonable scope in accordance with this Agreement.




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	8.	 	Force Majeure
	 
	8.1	 	Both Parties affected by the Force Majeure shall take reasonable measures so as to
mitigate the losses incurred by one Party or both Parties due to the Force Majeure. Both
Parties shall consult, formulate and carry out the remedies and reasonable replacement
measures in a timely manner so as to mitigate or eliminate the impact caused by the Force
Majeure.
	 
	 	 	In the event that the Party affected by the Force Majeure fails to make efforts to take
reasonable measures to mitigate the impact caused by the Force Majeure, such Party shall
be liable for the expanded losses caused by its failure.
	 
	8.2	 	In the event that the Force Majeure impedes any Party to fulfill its obligations over
thirty (30) days, both Parties shall negotiate and determine the conditions to continue to
perform this Agreement or to terminate this Agreement. In the event that both Parties fail
to reach agreement on the conditions for the continued performance of this Agreement or the
termination of this Agreement sixty (60) days after the occurrence of the Force Majeure, any
Party shall have the right to notify the other Party to rescind this Agreement, unless
otherwise provided herein.
	 
	8.3	 	In the event that the Power Seller or Power Purchaser is unable to fulfill its
obligations of power sale or purchase under this Agreement due to governmental acts, change
of law, or substantial change of power market, both Parties shall, on the principle of
fairness and reasonableness, consult with each other to resolve it as soon as possible, or
make proper amendments to this Agreement when necessary.
	 
	8.4	 	In the event that the occurrence of the Force Majeure impedes any Party to fulfill its
obligations under this Agreement, such Party may suspend its performance of its obligations
under the following circumstances:






	 	8.4.1	 	the scale and time of the suspension of performance does not exceed the scale and
time affected by the Force Majeure.
	 
	 	8.4.2	 	the Party affected by the Force Majeure continues to perform its other obligations
which are not affected by the Force Majeure.






	8.5	 	In the event that any Party is unable to fulfill its obligations under this Agreement
due to the Force Majeure, such Party shall immediately notify the other Party. The aforesaid
notice shall describe the nature of the Force Majeure event, the estimated duration, and the
actions already taken by the affecting Party for the mitigation of impact.




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	9.	 	Liability for Breach of Contract and Compensation
	 
	9.1	 	In case of breach of contract, the breaching Party shall assume liabilities in
accordance with relevant provisions of the Contract Law of the PRC, the Electric Power Law
of the PRC, the Regulation on the Supply and Use of Power, the Administration Regulation on
Grid Dispatching, the Rules on the Operation of Power Supply and other relevant laws and
regulations concerning electric power; in case of any losses incurred by the other Party,
the breaching Party shall be liable for compensation.
	 
	9.2	 	With respect to the dispatching relations, both Parties shall enter into a separate
dispatching agreement. In case that the Power Seller does not follow the dispatching
instruction of the Power Purchaser, the Power Purchaser shall have the right to restrict the
on-grid load of the Power Seller, or even to pull brake for disconnection. All consequences
arising therefrom shall be assumed by the Power Seller itself.
	 
	9.3	 	In the event that the Power Seller violates the provisions of Article 5.3 of this
Agreement and privately unseals the seals and stamps, privately unseals the electric power
load control device and power plant information collection device, disconnecting the work
power, or take other actions which make the devices work abnormally, in accordance with
Article 100 of the Rules on the Operation of Power Supply, the Power Seller shall pay
RMB5,000 each time to the Power Purchaser as electricity fees for defaulting usage.
	 
	9.4	 	In the event that the Power Seller supplies or resupplies in private the power to the
power equipments which have no reference to the power use of the Power Plant, or introduce
other power source in private, except for removing the connection line on-site, the Power
Seller shall provide a written statement, and pay RMB500 per kilowatt (kilovar) to the Power
Purchaser as electricity fees for defaulting usage in accordance with the capacity supplied,
resupplied or introduced.
	 
	9.5	 	The Power Seller shall assume full liability if any accident occurs to the system of the
Power Purchaser due to the Power Seller’s Reason.
	 
	9.6	 	If any Party incurs any loss due to any of the following events, the other Party shall
not assume any liability:






	 	(1)	 	Force Majeure;
	 
	 	(2)	 	Any Party’s own fault;




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	 	(3)	 	Any third party’s fault.






	10.	 	Dispute Resolution
	 
	 	 	In case of any dispute arising out of the performance of this Agreement, both Parties
shall resolve it through consultation in accordance with the principles of this
Agreement. In the event that such dispute cannot be resolved through consultation, both
Parties may jointly apply to the electric regulatory agency for mediation. In case that
such dispute cannot be resolved by mediation, any Party may bring a lawsuit to the
people’s court at the signing place of this Agreement.
	 
	11.	 	Miscellaneous
	 
	11.1	 	This Agreement shall come into effect after having been signed and sealed by both
Parties. In the event that any Party proposes to amend this Agreement after the
effectiveness of this Agreement, such amendment shall be done in written form and subject to
the agreement reached by both Parties through consultation. In case of changes of national
policies, both Parties shall amend or supplement this Agreement in accordance with the
adjusted policies. The amended or supplementary agreement shall have the same legal effect
as this Agreement.
	 
	11.2	 	Any Party shall not transfer its rights or obligations under this Agreement without the
prior written consent of the other Party.
	 
	11.3	 	In the event that any Party fails to perform its obligations within the agreed time
limit, then the other Party shall have the right to notify such Party in written form to
rescind this Agreement.
	 
	11.4	 	The valid term of this Agreement shall be three (3) years, commencing from January 1,
2007 to December 31, 2009. In the event that both Parties do not propose to amend or
require to rescind this Agreement prior to the expiration date of this Agreement, the valid
term of this Agreement shall be extended for another two (2) years. Thereafter, it may be
deduced by analogy.
	 
	11.5	 	This Agreement shall be signed in two (2) originals and each Party shall hold one (1)
original. This Agreement shall also be signed in four (4) duplicates and each Party shall
hold two (2) duplicates. The duplicates shall have the same legal effect as the originals.




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The Power Purchaser: Lishui Power Industry Bureau





     (seal)


Address: No.699, Zhongdong Road, Lishui City



Legal Representative: Du Xiaoping



(Authorized Proxy)



The Power Seller: Longquan Ruiyang Cascade II Hydroelectric Co., Ltd.





     (seal)


Address: 3rd Floor of Post Building, East Jianchi Road, Longquan City



Legal Representative: Yao Linfu



(Authorized Proxy)



April 2007




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