EX-10.25






Exhibit 10.25




GRID CONNECTION AND DISPATCHING

AGREEMENT




PARTY A: Sichuan Cangxi Electric Power Co., Ltd.




PARTY B: Sichuan Huabang Hydroelectric Development Co., Ltd.




SIGNING PLACE: Sichuan Cangxi Electric Power Co., Ltd.




SINGING TIME: May 17, 2009




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CONTENT




	 	 	 	 	 	 	 
	CHAPTER I
	 	DEFINITION AND INTERPREATION	 	 	5	 
	CHAPTER II
	 	REPRESENTATION	 	 	9	 
	CHAPTER III
	 	OBLIGATIONS	 	 	10	 
	CHAPTER IV
	 	CONDITIONS FOR GRID CONNECTION	 	 	13	 
	CHAPTER VI
	 	POWER GENERATION PLAN	 	 	19	 
	CHAPTER VII
	 	EQUIPMENT OVERHAUL	 	 	20	 
	CHAPTER VIII
	 	RELAY PROTECTION AND AUTOMATIC SAFETY DEVICES	 	 	24	 
	CHAPTER IX
	 	DISPATCHING AUTOMATIZATION	 	 	28	 
	CHAPTER X
	 	DISPATCHING COMMUNICATION	 	 	30	 
	CHAPTER XI
	 	ACCIDENT SETTLEMENT AND INVESTIGATION	 	 	32	 
	CHAPTER XII
	 	FORCE MAJEURE	 	 	34	 
	CHAPTER XIII
	 	LIABILITY FOR BREACH OF AGREEMENT	 	 	36	 
	CHAPTER XIV
	 	EFFECTIVENESS AND TERM	 	 	41	 
	CHAPTER XV
	 	ALTERATION, TRANSFER AND TERMINATION OF THIS AGREEMENT	 	 	41	 
	CHAPTER XVI
	 	DISPUTES SETTLEMENT	 	 	42	 
	CHAPTER XVII
	 	GOVERNING LAWS	 	 	43	 
	CHAPTER XVIII
	 	MISCELLANEOUS	 	 	43	 
	SPECIFICATION CLAUSES	 	 	47	 
	APPENDIX I
	 	DIAGRAM FOR THE GRID CONNECTION POINTS	 	 	50	 
	APPENDIX II
	 	THE TECHNICAL PARAMETERS OF THE POWER STATION	 	 	51	 
	APPENDIX III
	 	THE DISPATCHING DIVISION OF THE POWER STATION’S EQUIPMENT	 	 	54	 






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(Agreement Number: 2009001)




GRID CONNECTION AND DISPATCHING AGREEMENT



This Grid Connection and Dispatching Agreement (this “Agreement”) is entered into by and between
the two parties set forth below:





	Party A:	 	Sichuan Cangxi Electric Power Co., Ltd., a grid operation enterprise, which is
registered with the Administration for Industry and Commerce of Cangxi County, Guangyuan
City, Sichuan Province, with the tax registration number of 510824206100402 and
legal address at No.13, Renmin West Road, Lingjiang Town, Cangxi County, whose legal
representative is Zhang Rong An;
	 
	Party B:	 	Sichuan Huabang Hydroelectric Development Co., Ltd., a power generation
enterprise with legal person status, which is registered with the Administration for Industry
and Commerce of Sichuan Province, having obtained the power business permit for the
power generation of the hydropower station referred hereof (with the permit number of
1052508-00613 ), which is issued by the State Electricity Regulatory Commission,
with the tax registration number of 51082466027032-1 and legal address at Jin Xia
Yi Yuan, Binjiang Road, Cangxi County, whose legal representative is John • Kuhns.




WHEREAS:





	(1)	 	Party A operates and manages the power grid available for the operation of the power station,
and agrees the grid-connection operation of the power station owned by Party B in accordance
with the stipulations of this Agreement;




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	(2)	 	Party B owns, operates and manages the Cangxi Liyuan Hydropower Station (the “Power Station”)
over the Donghe River, the branch river of Jialingjiang River, which is located at Renhe
Village, Zhongtu Township, Cangxi County, Sichuan Province, with a total installed capacity of
12MW, and agrees to connect the Power Station to the grid owned by Party A in accordance with
the stipulations of this Agreement.




In order to ensure the safety, high quality and economic operation of the electric power system,
regulate the dispatching and on-grid operations, and protect the lawful rights and interests of the
two parties to this Agreement (hereinafter collectively referred to as “both Parties” as well as
individually as “Party”), on the principle of equality, willingness and good faith, both Parties
hereto have entered into this Agreement through consultations in accordance with the Electric Power
Law of the People’s Republic of China, the Contract Law of the People’s Republic of China, the
Administration Regulations on the Dispatching of Power Grids and other relevant laws and
regulations of the People’s Republic of China.




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CHAPTER I DEFINITIONS AND INTERPREATIONS





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






	 	1.1.1	 	“Power Dispatching Agency” refers to the power dispatching center of Sichuan Cangxi
Electric Power Co., Ltd., an agency for the organization, direction, guidance and
coordination of the power system operation in accordance with law, which is affiliated to
Party A;
	 
	 	1.1.2	 	“Power Station” refers to the power generation facilities and all its auxiliary
facilities stretching to the property demarcation point in the Donghe River, the branch
river of Jialingjiang River, which is owned and operated and managed by Party B and located
at Renhe Village, Zhongtu Township, Cangxi County, Sichuan Province, with a total
installed capacity of 12 MW (six (6) generator units have been installed, which are
No.1 generator unit with the capacity of 2 MW, No.2 with the capacity of 2
MW, No.3 with the capacity of 2 MW, No.4 with the capacity of 2 MW, No.5
with the capacity of 2 MW and No.6 with the capacity of 2 MW, please refer
to Appendix II for technical parameters of such generator units).
	 
	 	1.1.3	 	“Grid-connection Point” refers to the interconnection points between the Power Station
and the power grid (please refer to Appendix I).
	 
	 	1.1.4	 	“Initial Grid Connection Date” refers to the first day for the synchronous connection of
the Power Station (generator units) and the grid.
	 
	 	1.1.5	 	“Application Letter for Grid Connection” refers to the written application documents
submitted by Party B to Party A for the grid-connection of its Power Station (generator
units).




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	 	1.1.6	 	“Grid-connection Form” refers to one systematic connection form between the Power
Station (generator units) and the power grid.
	 
	 	1.1.7	 	“AGC” refers to Automatic Generation Control.
	 
	 	1.1.8	 	“AVC” refers to Automatic Voltage Control.
	 
	 	1.1.9	 	“RTU” refers to Remote Terminal Unit.
	 
	 	1.1.10	 	“Disconnection” insofar as this Agreement is concerned, specially refers to the electric
interruption of the connection between the power grid and the generation equipments which
are interconnected to the power grid for operation.
	 
	 	1.1.11	 	“Special Operation Mode” refers to the operation arrangement for the abnormal line
connection mode of the Power Station or the power grid, which is different from the normal
line connection mode, as a result of certain demand.
	 
	 	1.1.12	 	“Unit Available Capacity” refers to the output of the generator units after the
modification as required by the restrictions of the equipment conditions from time to time.
	 
	 	1.1.13	 	“Planned Outage” refers to the status of the units of Power Station during the planned
overhaul and reserve periods, including the general overhaul, the maintenance, the planned
overhaul for general service system, and the holiday repairing, the elimination of defects
during off-break period, the shutdown reserve, and etc. which are required by the Power
Dispatching Agency.
	 
	 	1.1.14	 	“Unplanned Outage” refers to the unavailable status of the units of the Power Station
other than Planned Outage. Based on the outage urgency, the Unplanned Outage can be
classified into five categories: (1) immediate outage; (2) the outage




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	 	 	 	which could be delayed for a short while but the units must exit within six hours; (3)
the outage which could be postponed over six hours but the units must exit within
seventy-two hours; (4) the outage which could be deferred over seventy-two hours but the
units must exit before the next Planned Outage; and (5) the prolonged outage which is
beyond the period of the Planned Outage.






	 	1.1.15	 	“Forced Operation Outage” refers to the unplanned operation outage listed out as
categories (1), (2) and (3) described in Article 1.1.14 hereof.
	 
	 	1.1.16	 	“Equivalent Derated Output Outage Hours” refers to the outage hours calculated in
accordance with the maximum output on the nameplate, which are converted from the derated
output hours.
	 
	 	1.1.17	 	“Equivalent Unplanned Outage Hours” refers to the sum of the hours for the Unplanned
Outage and equivalent hours for unplanned derated output.
	 
	 	1.1.18	 	“Annual Allowable Planned Outage Hours” refers to the allowable Planned Outage hours for
any given year determined by both Parties in accordance with the classification of the same
class generator unit model connected to the same grid, on the basis of the recommendations
from the equipment manufacturer and the operation conditions of the on-grid generator units,
which could be divided into the Annual Allowable Planned Outage Hours for general overhaul
year and the Annual Allowable Planned Outage Hours for the year without general overhaul.
	 
	 	1.1.19	 	“Annual Allowable Equivalent Unplanned Outage Hours” refers to the equivalent allowable
Unplanned Outage hours for any given year determined by both Parties in accordance with the
classification of the same generator unit model connected to the same grid, on the basis of
the recommendations from the equipment manufacturer and the operation conditions of the
on-grid generator units, which can be divided into the Annual Allowable Equivalent Unplanned
Outage




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	 	 	 	Hours for general overhaul year and the Annual Allowable Equivalent Unplanned Outage
Hours for the year without general overhaul. The Unplanned Outage herein refers to the
Unplanned Outage due to Party B’s Reason.






	 	1.1.20	 	“Daily Power Generation Dispatching Plan Curve” refers to the curve formulated by the
Power Dispatching Agency per day to determine the power generation output of every time
period for the next day.
	 
	 	1.1.21	 	“Emergencies” refers to the material accidents occurred to the power generation or supply
facilities within the power system, 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, and other operation situations that may threaten the safe operation
of the power grid, and cause the breakdown of the power system to the extent of a large area
power-cut.
	 
	 	1.1.22	 	“Dispatching Regulation of Power System” refers to the regulations to regulate the
dispatching and operation of the power system in the local area, which is formulated in
accordance with the Administration Regulations on the Dispatching of Power Grids, national
and power industry standards.
	 
	 	1.1.23	 	“Party A’s Reason” refers to Party A’s requirement or liabilities that may be attributed
to Party A, including the liabilities for enlargement of accidents, which shall be assumed
by Party A , due to the non-implementation of the relevant national regulations and
standards and etc. by Party A.
	 
	 	1.1.24	 	“Party B’s Reason” refers to Party B’s requirement or liabilities that may be attributed
to Party B, including the liabilities for enlargement of accidents, which shall be assumed
by Party B, due to the non-implementation of the relevant national regulations and standards
and etc. by Party B.




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	 	1.1.25	 	“Power Purchase and Sale Contract” refers to the contract entered into by and between
Party A and Party B for the purchase and sale of the power generated by the Power Station,
and other relevant business issues.
	 
	 	1.1.26	 	“Force Majeure” refers to any objective circumstances which cannot be foreseen, avoided
and overcome, including volcanic explosion, tornado, snowstorm, mudslide, landslide, flood,
fire, the inflow water quantity below the designed quantity, and earthquake, typhoon,
lightning, fog-flash, icing flashover and ice coating, etc. with an intensity over the
designed standard,, and nuclear radiation, war, plague, riot, etc.






	1.2	 	Interpretation






	 	1.2.1	 	All headings hereof are only for the convenience of reading and shall not affect the
interpretations of this Agreement in any way.
	 
	 	1.2.2	 	The Appendices hereto shall have the same legal effect as the text of this Agreement.
	 
	 	1.2.3	 	Unless otherwise agreed by both Parties, this Agreement shall be binding on the lawful
successors or assignees of any Party.
	 
	 	1.2.4	 	Unless otherwise required by the context, the year, month and day mentioned in this
Agreement shall be the year, month and day in Gregorian calendar.
	 
	 	1.2.5	 	The word “include” herein shall mean “include without limitation”.
	 
	 	1.2.6	 	All numbers and durations mentioned in this Agreement shall include the given numbers.





CHAPTER II REPRESENTATIONS OF BOTH PARTIES



Each Party hereby represents to the other Party that:





	2.1	 	It is an enterprise duly established and validly and legally in existence in accordance




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	 	 	with law, which has the full right to execute and the ability to perform this Agreement.






	2.2	 	All procedures required for the execution and performance of this Agreement (including the
procurement of the requisite governmental approvals, business license and power business
permit, etc.) have been legally and validly accomplished.
	 
	2.3	 	Upon the execution of this Agreement, no judgment, verdict, award or specific administrative
act has been issued or conducted by any courts, arbitration institutes, administrative
authorities or other regulatory bodies that is sufficient to have material adverse effect on
its performance of this Agreement.
	 
	2.4	 	All internal authorization procedures required for executing this Agreement have been
accomplished and this Agreement is signed by its legal representative or authorized
representative. This Agreement shall be binding on both Parties after it comes into effect.





CHAPTER III OBLIGATIONS OF BOTH PARTIES





	3.1	 	Party A’s obligations shall include:






	 	3.1.1	 	To abide by the national laws and regulations, national and power industry standards;
and to carry out the unified dispatching of the Power Station (please refer to Appendix III
for the detailed information of the dispatching range) in accordance with the technical
specializations of the Power Station and regulations and rules of the power system, on the
principle of publicity, fairness and justice, for the purpose of the safe, high quality and
economic operation of the power system.
	 
	 	3.1.2	 	To be responsible for the operation management, overhaul maintenance and technological
improvement of the relevant equipments and facilities of the grid under its dispatching
control to satisfy the requirements of the normal operation of the Power Station.




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	 	3.1.3	 	To formulate and provide to Party B on schedule the monthly power generation plan, the
daily generation dispatching plan curve and the reactive output curve (or voltage curve) in
accordance with the provisions of the Power Purchase and Sale Contract and the actual
conditions of the power grid operation, on the basis of the proposed power output
dispatching and control purpose released by relevant department.
	 
	 	3.1.4	 	To reasonably arrange the equipment overhaul of the Power Station.
	 
	 	3.1.5	 	To support and cooperate with Party B for the technological improvement and parameters
adjustment for certain equipments; to direct and coordinate the dispatching and operation
management in connection with the grid carried out by Party B; to conduct direction and
coordination to the electric equipment, relay protection and automatic safety devices,
excitation system (including PSS), AGC and governor system, electricity metering system,
power dispatching communication, dispatching automatization and other relevant specification
and business during the operation of Party B, which are related to the safe operation of the
power grid.
	 
	 	3.1.6	 	To disclose immediately to Party B the information in relation to the defects of grid
material equipments relating to Party B, and the power transmission capacity relating to the
Power Station, and to disclose periodically to Party B the power dispatching information
relating to Party B.
	 
	 	3.1.7	 	To amend the corresponding regulations and rules in time in accordance with the
requisite procedures on the basis of the requirements of the power system operation and the
specializations of the equipments owned by Party B.
	 
	 	3.1.8	 	To take measures to prevent the occurrence of the accidents affecting the safe




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	 	 	 	operation of the power system; to carry out various specialized and professional safety
examinations and inspections for the grid safety periodically, and formulate
counter-accident measures as required. Upon the authorization of power regulatory
authority, the Power Dispatching Agency shall formulate, organize and carry out the
unified grid and Power Station counter-accident rehearsal scheme.






	 	3.1.9	 	To cooperate with Party B for accident investigation.






	3.2	 	Party B’s obligations include:






	 	3.2.1	 	To abide by the national laws and regulations, national and power industry standards,
and regulations and rules of the power system to which Party B is connected; and to obey the
unified dispatching of the Power Dispatching Agency and organize the Power Station’s
production reasonably, for the purpose of safe, high quality and economic operation of the
power system.
	 
	 	3.2.2	 	To organize the real-time production and operation of the Power Station in accordance
with the dispatching directions released by the Power Dispatching Agency, and participate in
the cycling loading, frequency modulation, voltage regulation and reserve operation of the
power system.
	 
	 	3.2.3	 	To provide the overhaul plan recommendation for the Power Station equipments as required
by Power Dispatching Agency, and implement the approved overhaul plan and carry out the
overhaul and maintenance for the equipments.
	 
	 	3.2.4	 	To accept the operation direction and coordination released by Party A, which are made
in accordance with Article 3.1.5 hereof, and employ corresponding technical management and
equipment overhaul staff to cooperate with Party A.
	 
	 	3.2.5	 	To conduct the technological improvement and parameter adjustment to its




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	 	 	 	equipments in time as required and file them with Party A (in case of involving the
safety of the grid, subject to the approval of Party A).






	 	3.2.6	 	To provide the information in relation to the equipment operation and production of the
Power Station (including the water conditions) to Party A on a prompt, accurate, objective
and complete basis.
	 
	 	3.2.7	 	To formulate the spot operation regulation in compliance with the relevant power system
regulations and rules of Party A, and file with Party A.
	 
	 	3.2.8	 	To take measures to prevent the occurrence of the accidents affecting the safe operation
of the power system; to coordinate with Party A to carry out periodically various
specialized and professional safety examinations and inspections in relation to the grid
safety, implement the precaution advanced during the examination and inspection; in case of
any specified counter-accident measures or other power system requirements of the Power
Dispatching Agency, to carry out such requirements and measures and maintenance; to file
relevant documents regarding the safety measures with the Power Dispatching Agency; and to
participate in the unified counter-accident rehearsal organized by the Power Dispatching
Agency.
	 
	 	3.2.9	 	To cooperate with Party A for accident investigation.





CHAPTER IV CONDITIONS FOR GRID CONNECTION





	4.1	 	The primary and secondary equipments of Party B shall be complied with the national and power
industry standards and other relevant regulations, installed and tested in accordance with the
designed requirements examined and confirmed by the State authorized agency, and accepted as
qualified in accordance with the completion acceptance procedures for the basic construction
regulated by the State; in addition, the mode for normal grid connection operation has been
identified, relevant parameters




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	 	 	have been reasonably matched, the value for the equipment setting has been set as required,
and the conditions for the operation connected to Party A’s grid and the acceptance of the
unified dispatching released from the Power Dispatching Agency has already been satisfied.






	4.2	 	The relay protection and automatic safety devices of the Power Station (including the
excitation system and governor system) shall be complied with national and power industry
standards, and other relevant regulations, installed and tested in accordance with the
designed requirements examined and confirmed by the State authorized agency, accepted as
qualified in accordance with the completion acceptance procedures for the basic construction
regulated by the State and complied with the relevant regulations under Chapter 8 hereof.
	 
	4.3	 	The dispatching automatization facilities of the Power Station shall be complied with
national and power industry standards, and other relevant regulations, installed and tested in
accordance with the designed requirements examined and confirmed by the State authorized
agency, accepted as qualified in accordance with the completion acceptance procedures for the
basic construction regulated by the State and complied with the relevant regulations under
Chapter 9 hereof.
	 
	4.4	 	The power dispatching communication facilities of the Power Station shall be complied with
national and power industry standards, and other relevant regulations, installed and tested in
accordance with the designed requirements examined and confirmed by the State authorized
agency, accepted as qualified in accordance with the completion acceptance procedures for the
basic construction regulated by the State and complied with the relevant regulations under
Chapter 10 hereof.
	 
	4.5	 	The electricity energy measuring appliance of the Power Station shall be configured with the
requirements of the Technical Administration Code of Electric Energy Metering Devices (DL/T
448-2000), and pass the testing and acceptance jointly




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	 	 	organized by Party A and Party B.






	4.6	 	Party B has taken the safety precaution measures to the secondary system of the Power Station
in accordance with the requirements of the Regulations on Safe Protection of Computer
Monitoring and Control Systems and Dispatching Data Networks of Power Grids and Power Plants
(No.30 Decree issued by the former State Economic and Trade Commission) and other relevant
regulations, which has been confirmed by Power Dispatching Agency for operation availability.
	 
	4.7	 	Regulations for the operation and overhaul of the Power Station, relevant management rules
have been formulated; and among other regulations, the regulations in relation to the grid
safety shall be complied with the safety administration regulations for grid.
	 
	4.8	 	The on-duty operator with the dispatching receipt right of the Power Station has been trained
strictly, obtained relevant qualification certificate for work in accordance with the
Administration Regulations on the Dispatching of Power Grids and other relevant regulations.
	 
	4.9	 	The primary and secondary equipments of Party A corresponding to the operation of Party B
shall be complied with the national and power industry standards and other relevant
regulations, installed and tested in accordance with the designed requirements examined and
confirmed by the State authorized agency, and accepted as qualified in accordance with the
completion acceptance procedures for the basic construction regulated by the State; in
addition, relevant parameters have been reasonably matched, the value for the equipment
setting has been set as required, and the conditions for the operation connected to the Power
Station has already been satisfied.
	 
	4.10	 	The counter-accident measures corresponding to the Emergencies that might be occurred after
the on-grid connection of the Power Station have been formulated by Party A and Party B, which
has already been filed with the Power Dispatching Agency.






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CHAPTER V DISPATCHING AND OPERATION





	5.1	 	The on-duty operator of the Power Station, during the operation, shall strictly obey the
dispatching directions released by the on-duty dispatcher of the Power Dispatching Agency.






	 	5.1.1	 	The Power Station shall quickly and accurately implement the dispatching directions
released by the Power Dispatching Agency without any excuse to refuse and delay. In the
event that the implementation of such dispatching directions might threaten the safety of
the personnel or the equipment, the relevant conditions and reasons shall be immediately
reported to the on-duty dispatcher of the Power Dispatching Agency to determine the
continuity of such implementation.
	 
	 	5.1.2	 	The Power Station must operate the equipments under the direct dispatching of the Power
Dispatching Agency strictly in accordance with the dispatching directions and relevant
implementation regulations concerning the dispatching, and accurately report the spot
conditions and reply to the relevant inquiry of the on-duty dispatcher of the Power
Dispatching Agency.
	 
	 	5.1.3	 	The operation of the equipments within the dispatching jurisdiction of the Power
Dispatching Agency shall be applied for the permit to the on-duty dispatcher of the Power
Dispatching Agency by the on-duty operator of the Power Station in advance, and the on-duty
operator of the Power Station shall operate such equipments upon the consent from the
on-duty dispatcher of the Power Dispatching Agency in accordance with the power system
dispatching regulations and the spot operation regulations of the Power Station.






	5.2	 	The Power Dispatching Agency shall reasonably arrange the Daily Power Generation Dispatching
Plan Curve as required. During the real-time operation, the on-duty




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	 	 	dispatcher could make available adjustment to the Daily Power Generation Dispatching Plan
Curve due to the real operation conditions, the notice of which shall be sent to the on-duty
operator of the Power Station sixty (60) minutes in advance.






	5.3	 	In case of any abnormal conditions during the equipment operation of the Power Station, the
Power Station shall apply for the overhaul twenty four (24) hours in advance to the
Power Dispatching Agency according to the provisions of the power system dispatching
regulations. In light of the provisions of the power system dispatching regulations and the
real conditions of the grid, the Power Dispatching Agency shall, in compliance with the
relevant regulated procedures, reply to the relevant overhaul application twelve (12)
hours in advance and amend the plan accordingly. In case of any urgent outage, the Power
Dispatching Agency shall reply to such application on the basis of the real conditions
immediately, and the Power Station shall carry out the overhaul according to the final
approval from the Power Dispatching Agency.
	 
	5.4	 	The Power Dispatching Agency shall, on the principle that the generator units on the same
grid, of the same type, with the same technical conditions, shall be modulated to a basically
same extent, in accordance with the grid structure and the electric technical conditions of
the Power Station, arrange the participation of the Power Station in the cycling loading,
frequency modulation, voltage regulation and reserve operation of the power system safely,
qualifiedly and economically.






	 	5.4.1	 	Cycling Loading
	 
	 	 	 	The Power Station shall participate in the cycling loading of the power system, the
capacity of which is agreed by both Parties to be 4 MW.
	 
	 	5.4.2	 	Frequency Modulation
	 
	 	 	 	Upon the agreement between and by Party A and Party B, the Power Station (generator
units), upon the normal operation of the Cangxi grid, shall be considered as the power
station free from frequency modulation; upon the isolated grid




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	 	 	 	operation of the Cangxi grid, the Power Station(generator units) shall be considered as
the first frequency modulation power station, the generator units shall be
required to participate in the frequency modulation of the power system in accordance
with the power system dispatching regulations.






	 	5.4.3	 	Voltage Regulation
	 
	 	 	 	The Power Station shall be operated in accordance with the reactive output
curve (or voltage curve) released by the Power Dispatching Agency to ensure the
operation of the busbar voltage of the Power Station within the prescribed range. In
the event that the Power Station has lost its control on the voltage, such
conditions shall be immediately reported to the on-duty dispatcher of the Power
Dispatching Agency.
	 
	 	5.4.4	 	Reserve Operation
	 
	 	 	 	In case of being required by the Power Dispatching Agency, the Power Station shall
reserve certain ratio rotary standby capacity; in the event that the rotary standby
capacity could not satisfy the requirement of the Power Dispatching Agency, such
conditions shall be immediately reported to the on-duty dispatcher of the Power
Dispatching Agency.






	5.5	 	In case that the Special Operation Mode of Party A, which is required by the equipment
renewal and transformation, and etc., may affect the normal operation of the Power Station,
the relevant amended scheme shall be notified to the Power Station by the Power Dispatching
Agency seven (7) days in advance, and the agreed scheme shall be carried out.
	 
	5.6	 	In case that the Special Operation Mode of Party B, which is required by the equipment
renewal and transformation, and etc., may affect the normal operation of the grid, the
relevant amended plan shall be notified to the Power Dispatching Agency seven (7) days
in advance, and the agreed scheme shall be carried out.




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	5.7	 	The periodical joint conference of grid and power plant organized by the Power Dispatching
Agency and its grid-connected power stations shall invite Party B, during which, grid
operation conditions could be analyzed, the system situations could be anticipated, the
implementation of relevant technical measures for the grid safety could be illustrated, and
material issues for the power system operation could be consulted. Party B shall attend such
grid and power plant joint conference, and present the operation conditions of the Power
Station and the implementation conditions of relevant technical measures of the Power Station
safety.
	 
	5.8	 	The written name list of the relevant on-duty staff of Party A and Party B shall be
exchanged, and relevant alterations shall be notified to each Party in time.





CHAPTER VI POWER GENERATION PLAN





	6.1	 	Party B shall, on the basis of the executed Power Purchase and Sale Contract and the real
operation conditions of the Power Station, submit its proposed daily, monthly, annual and
holiday power generation plans, and proposed power generation plan under Special Operation
Mode, in accordance with the requirements set forth below:






	 	(1)	 	Before December 10 of each year, Party B shall submit the power
generation plan recommendation for the next year to Party A;
	 
	 	(2)	 	Before the 20
th day of each month, Party B shall submit the
proposed power generation plan for the next month to Party A;
	 
	 	(3)	 	Five (5) days before the statutory national holidays (including New
Year’s Day, Spring Festival, May Day, National Day and etc.) or the implementation of
the Special Operation Mode, Party B shall submit the proposed power generation plan for
holidays or Special Operation Mode to Party A.




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	6.2	 	Party A shall notify Party B of the formulated monthly power generation plans for the next
year before December 25 of each year, in accordance the Power Purchase and Sale
Contract with the consideration of the proposed power generation plans applied by Party B.
	 
	6.3	 	Party A shall notify Party B of the formulated power generation plans for the next month, the
holiday or the Special Operation Mode before the 25th day of each month,
three (3) days before the holidays or three (3) days before the implementation
of the Special Operation Mode, in light of the annual power generation plan per month
formulated in accordance with Article 6.2 hereof, the schedule for the completed power
generation output and the recent loading conditions of the grid.
	 
	6.4	 	The Power Dispatching Agency shall formulate the Daily Power Generation Dispatching Plan
Curve for the next day in accordance with the monthly power generation plan formulated
according to Article 6.3 hereof, the real condition of the grid and the data supplied by the
Power Station (the Power Station shall submit to the Power Dispatching Agency for the next
day’s maximum Available Capacity or the alteration conditions for the Available Capacity of
the generator units of the Power Station before 14:00 of each day, and report the
defects and default which affect the capacity of its generator units), and release such Daily
Power Generation Dispatching Plan Curve for the next day to the Power Station before 18:00
of each day.
	 
	6.5	 	The Power Station shall strictly carry out the Daily Power Generation Dispatching Plan Curve
released by the Power Dispatching Agency (including the amended curve temporarily by the
on-duty dispatcher) and dispatching directions, and adjust the active output of the generator
units in time and arrange the production and operation of the Power Station.




20









 











CHAPTER VII EQUIPMENT OVERHAUL





	7.1	 	The equipment overhaul of the grid-connected stations shall be carried out as planned.






	 	7.1.1	 	Party B shall submit to the Power Dispatching Agency proposed annual and monthly
equipment overhaul plans, and proposed equipment overhaul plans for holidays and Special
Operation Mode as the submission of the proposed monthly, annual and holiday power
generation plans, and proposed power generation plan under Special Operation Mode to the
Power Dispatching Agency as planned in this Agreement.
	 
	 	7.1.2	 	After the consultation of Party A and Party B, the Power Dispatching Agency will
incorporate the equipment overhaul plan into the annual and monthly overhaul of the power
system, and the overhaul plan for holidays and Special Operation Mode.






	 	(1)	 	Before the 25th day of December of each year, to
notify the Power Station of the approved equipment overhaul plan of the Power
Station for the next year;
	 
	 	(2)	 	Before the 22nd day  of each month, to notify the Power
Station of the approved equipment overhaul plan of the Power Station for the next
month;
	 
	 	(3)	 	Seven (7) days before the statutory national holidays or the
implementation of the Special Operation Mode, to notify the Power Station of the
approved equipment overhaul plan of the Power Station for the holidays and Special
Operation Mode.






	7.2	 	In the event that the Power Station needs to resolve the defects during the system load
valley period (from 23:00 of the given day to 7:00 of the next day), it shall
apply to the Power Dispatching Agency before 16:00 of the given day, and the Power
Dispatching Agency shall try its best to arrange such plan in accordance with the real
conditions of the grid and amend the Daily Power Generation Dispatching Plan Curve in time.
	 
	7.3	 	Overhaul Application and Reply
	 
	 	 	The Power Station shall submit to the Power Dispatching Agency with the overhaul




21









 






	 	 	application before its implementation of the overhaul work, and commence the work upon the
approval for the overhaul from the Power Dispatching Agency.






	 	7.3.1	 	The overhaul application shall be submitted to the Power Dispatching Agency three
(3) days prior to the commencement of the overhaul work.
	 
	 	7.3.2	 	The overhaul application shall include the content of the name of the equipments for
overhaul, the overhaul details, the measures for segregation, the requirements for the power
system and etc.
	 
	 	7.3.3	 	The Power Dispatching Agency shall notify the Power Station the reply to the overhaul
application two (2) days prior to the commencement of the overhaul work, and point
out the safety measures and other requirements that the Power Station shall take or pay
attention to; in addition, the corresponding Emergencies preplan shall be made as well.






	7.4	 	Party B shall strictly carry out the approved overhaul plan, and complete the overhaul work
on schedule.






	 	7.4.1	 	In the event that the Power Station can not complete its approved overhaul plan on
schedule due to the reason of itself, it shall submit the application for the amendment to
the approved overhaul plan to the Power Dispatching Agency two (2) days before the
approved planned commencement date of the overhaul plan. The Power Dispatching Agency shall
reasonably adjust the overhaul plan in accordance with the grid operation conditions; in the
event that the overhaul plan can be re-arranged, the Power Dispatching Agency shall notify
the Power Station the adjusted overhaul plan of the Power Station one (1) day in
advance; in the event that the overhaul plan cannot be re-arranged, the Power Station shall
do its best to implement the originally approved overhaul plan; otherwise, the Power
Dispatching Agency will not arrange extra planned overhaul within the current year in
principle.




22









 












	 	7.4.2	 	In the event that the overhaul work of the Power Station is required to be extended, the
Power Station shall apply to the Power Dispatching Agency for the extension procedures for
the overhaul work before the completion of half of the overhaul work.
	 
	 	7.4.3	 	In the event that the Power Station cannot carry out the overhaul work on schedule due
to the requirement of the operation of the power system, the Power Dispatching Agency shall
conduct a consultation with the Power Station in advance, adjust the overhaul plan and
notify the Power Station. In the event that the power generator units have to be operated
extendedly, Party A and Party B shall, in accordance with relevant regulations, take the
consultation for the Emergencies measures for any possible condition, and the overhaul
procedures from the operation condition corresponding to the overhaul of the generator
units.






	7.5	 	If the grid overhaul may affect the supply capacity of the Power Station, the grid overhaul
shall try to be carried out in cooperation with the equipment overhaul (or the outage for
reserve) of the Power Station.
	 
	7.6	 	The Power Dispatching Agency shall make a reasonable arrangement for the overhaul of the
grid, relay protection and automatic safety devices of Power Station, power dispatching
automatization, power dispatching communication system and other secondary equipments under
its dispatching. In principle, the overhaul for the secondary equipments shall not affect the
normal operation of the primary equipments; otherwise, the overhaul for the secondary
equipments shall be carried out in cooperation with the overhaul for the primary equipments as
much as possible.
	 
	7.7	 	After the overhaul of the equipments, the Power Station shall report to the Power Dispatching
Agency in time and resume the operation of the equipment in accordance with relevant
regulations.




23









 











CHAPTER VIII RELAY PROTECTION AND AUTOMATIC SAFETY

DEVICES





	8.1	 	Party A shall abide by the regulations and rules for the design, operation and management of
the relay protection and automatic safety devices, be responsible for the operation management
of the relay protection and automatic safety devices within the its dispatching jurisdiction
in accordance with the requirements set forth below:






	 	(1)	 	To be responsible for the setting calculation and operation of the relay
protection and automatic safety devices within its dispatching jurisdiction, and carry
out analysis and valuation for the running conditions of the devices;
	 
	 	(2)	 	To conduct periodic check and maintenance and testing on the relay protection and
automatic safety devices within its dispatching jurisdiction to make them comply with
the originally determined device technical requirements and the entire requirements of
the Power Dispatching Agency; and to keep the testing reports and records in full;
	 
	 	(3)	 	After the running of the grid relay protection and automatic safety devices, to
carry out the analysis and settlement in accordance with the regulations, and report the
relevant materials to the Power Dispatching Agency immediately; if such running of the
grid relay protection and automatic safety devices is related to the Power Station, the
analysis and settlement for the accidents shall be carried out in cooperation with the
Power Station;
	 
	 	(4)	 	In case of any mistaken running of or defect on the grid relay protection and
automatic safety devices, to settle it down in accordance with relevant regulations
immediately, report relevant materials to the Power Dispatching Agency, and take the
precaution measures in time; if such mistake or defect is related to the Power




24









 






	 	 	 	Station, relevant situation shall be notified to the Power Station in written form;






	 	(5)	 	To direct and assist the Power Station in carrying out the setting and operation
of the grid relay protection and automatic safety devices, and provide necessary
technical support to the Power Station;
	 
	 	(6)	 	To strictly implement the counter-accident measures for the relay protection and
automatic safety devices issued by the State and relevant department authority;
	 
	 	(7)	 	To complete the operation analysis report for the relay protection and automatic
safety devices of last month before the
 15th day
of each month; in addition, provide one (1) copy of such report to Party B.






	8.2	 	Party B shall abide by the regulations and rules for the design, operation and management of
the relay protection and automatic safety devices, be responsible for the operation management
of the relay protection and automatic safety devices under its control, in accordance with the
requirements set forth below:






	 	(1)	 	To be responsible for the calculation setting and operation maintenance of the
relay protection and automatic safety devices under its control (the setting values for
the relay protection and automatic safety devices of the Power Station within the
dispatching jurisdiction of the Power Dispatching Agency shall be released by the Power
Dispatching Agency, and setting values of the other relay protection and automatic
safety devices of the Power Station shall be calculated and set by the Power Station
itself, which shall be filed with the Power Dispatching Agency), and to analyze and
valuate the running conditions of the devices;
	 
	 	(2)	 	To conduct periodic check and maintenance and testing on the relay protection and
automatic safety devices under its control to make them comply with the originally
determined device technical requirements and the setting requirements;




25









 






	 	 	 	and to keep the testing reports and records in full;






	 	(3)	 	To make the relay protection and automatic safety devices relating to the grid
matched with the relay protection and automatic safety devices of the grid, the relevant
model selection of which shall be approved by the Power Dispatching Agency;
	 
	 	(4)	 	In case of any alteration to the relay protection and automatic safety devices of
Party A, to make the Power Station change and adjust its setting values and operation
conditions of the relay protection and automatic safety devices controlled by it in
accordance with the requirements of the Power Dispatching Agency;
	 
	 	(5)	 	In case of any running of the relay protection and automatic safety devices of
the Power Station, to report this condition to the on-duty dispatcher of the Power
Dispatching Agency immediately, analyze and settle down such condition in accordance
with the regulations, and deliver relevant materials to the Power Dispatching Agency; in
the event that such running is related to the grid, to coordinate with the Power
Dispatching Agency for such analysis and settlement;
	 
	 	(6)	 	In case of any mistaken running of or defects on the relay protection and
automatic safety devices of the Power Station, to immediately report to the on-duty
dispatcher of the Power Dispatching Agency, settle it down in accordance with relevant
regulations, analyze the reasons, and take the precaution measures in time; if such
mistake or defect is related to the grid, to deliver relevant conditions to the Power
Dispatching Agency in written form;
	 
	 	(7)	 	To take the counter-accident measures for the relay protection and automatic
safety devices promulgated by the State or relevant authorities;




26









 












	 	(8)	 	To complete the operation analysis report for the relay protection (including
line protection, transformer protection, generator units protection and busbar
protection) and automatic safety devices of the previous month before
 the 5th day of each month with a copy of such report to the Power Dispatching
Agency.






	8.3	 	In order to improve the stability of the power system, both Parties shall renew and transform
the equipments immediately.






	 	8.3.1	 	The renewal and transformation for the relay protection and automatic safety
devices conducted by both Parties shall be coordinated to ensure the compatibility of
the equipments [20].
	 
	 	8.3.2	 	The transformed equipments shall pass the testing and completion acceptance,
then be put into operation upon the confirmed qualification.






	8.4	 	The relay protection and automatic safety devices of Party B shall reach the following main
operational parameters (excluding any mistaken running and missing running due to Party A’s
Reason):






	 	(1)	 	The main protection operational rate of the relay protection ≥ 100%;
	 
	 	(2)	 	The accurate rate for the protection running for 6 KV
and above ≥ 100%;
	 
	 	(3)	 	The availability for the fault recording ≥ 95%;
	 
	 	(4)	 	The operation rate for the automatic safety devices ≥ 95%;
	 
	 	(5)	 	The accurate rate for the automatic safety devices running ≥ 100%;
	 
	 	(6)	 	Other operational parameters agreed by both Parties: none.






	8.5	 	Both Parties shall appoint specific staff to take charge of the operation maintenance




27









 






	 	 	work for the relay protection and automatic safety devices respectively to ensure the
normal operation of the relay protection and automatic safety devices.





CHAPTER IX DISPATCHING AUTOMATIZATION





	9.1	 	Party A shall strictly abide by the design, operation and management regulations for the
dispatching automatization system at the dispatching end and be responsible for the operation
maintenance of the dispatching automatization system in accordance with the requirements set
forth below:






	 	(1)	 	To monitor the stable operation of the dispatching automatization system, be in
charge of the monitoring and checking of the operation conditions of the power
dispatching automatization system and coordinate the material issues occurred during the
operation;
	 
	 	(2)	 	To provide relevant conditions for the connection of the Power Station’s
automatization signal as required by the design;
	 
	 	(3)	 	To analyze the reasons for the default of the dispatching automatization system
in a timely fashion and take precaution measures;
	 
	 	(4)	 	To direct and assist Party B in the operation maintenance for the dispatching
automatization system, and cooperate with Party B for the accident investigation;
	 
	 	(5)	 	To make the computer monitoring and control system comply with the Regulations on
Safe Protection of Computer Monitoring and Control Systems and Dispatching Data Networks
of Power Grids and Power Plants (No.30 Decree issued by the former State Economic and
Trade Commission).






	9.2	 	Party B shall strictly abide by the design, operation and management regulations for the
dispatching automatization system at the Power Station end and be responsible for the




28









 






	 	 	operation maintenance of the dispatching automatization system in accordance with the
requirements set forth below:






	 	(1)	 	To transmit the telecontrol data and electricity energy data of the computer
monitoring system, electricity data collection and transmission appliance of the Power
Station to the dispatching automatization system and electricity energy metering system
in accordance with the transmission regulations complied with the national or power
industry standards. The electricity energy metering system shall pass the testing of the
qualified testing agency, which has been confirmed by Party A and Party B, in order to
ensure the accurate transmission of the data. The quantity and accuracy of the
real-time information for the operation equipments of the Power Station shall reach the
operation requirements of the relevant national regulations and Power Dispatching
Agency.
	 
	 	(2)	 	To analyze the reasons for the failures of the dispatching automatization system
under its control in a timely fashion and to take precaution measures accordingly.
	 
	 	(3)	 	To assist Party A in carrying out the maintenance work of the dispatching
automatization system and cooperate with Party A for the accident investigation.
	 
	 	(4)	 	To make the computer monitoring and control system of the Power Station complied
with the Regulations on Safe Protection of Computer Monitoring and Control Systems and
Dispatching Data Networks of Power Grids and Power Plants (No.30 Decree issued by the
former State Economic and Trade Commission).






	9.3	 	Both Parties shall operate and maintain the automatization equipments according to the power
system dispatching regulations and relevant dispatching automatization regulations without any
withdrawal or outage at random.
	 
	9.4	 	The computer supervisory system, electricity data collection and transmission appliance




29









 






	 	 	of the Power Station shall reach the following main operational parameters:






	 	(1)	 	The available capacity of the telecontrol station of the computer supervisory
system (per month) ≥ 98%;
	 
	 	(2)	 	The deviation for the accuracy of the tele-metering  ≤98%;
	 
	 	(3)	 	Other parameters agreed by both Parties: the accuracy for the running rate of
the tele-signaling is 98%.






	9.5	 	Both Parties shall appoint specific staff for the operation maintenance work of the
dispatching automatization system under its control respectively in order to ensure the normal
operation of the dispatching automatization systems.





CHAPTER X DISPATCHING COMMUNICATION





	10.1	 	Party A shall strictly abide by the design, operation and management regulations for the
dispatching communication system at the dispatching end and be responsible for the operation
maintenance of the dispatching communication system in accordance with the requirements set
forth below:






	 	(1)	 	To monitor the stable operation of the dispatching communication system, be
responsible for the monitoring and testing, and dispatching direction of the operation
conditions of the dispatching communication system, and coordinate the material issues
occurred during the operation;
	 
	 	(2)	 	To maintain the communication equipments at the dispatching end and ensure its
stable operation;
	 
	 	(3)	 	To analyze the reasons for the dispatching communication system’s default in a
timely fashion and take precaution measures;




30









 






	 	(4)	 	To direct and assist Party B in the operation maintenance for the dispatching
communication system, and cooperate with Party B for the accident investigation.






	10.2	 	Party B shall strictly abide by the design, operation and management regulations for the
dispatching communication system at the Power Station end and be responsible for the
operational maintenance of the dispatching communication system in accordance with the
requirements set forth below:






	 	(1)	 	To maintain the communication equipments at the Power Station end and ensure its
stable operation;
	 
	 	(2)	 	To analyze the reasons for the dispatching communication system’s default in a
timely fashion and take precaution measures;
	 
	 	(3)	 	To assist Party A in the operation maintenance of the dispatching communication
system, and cooperate with Party A for the accident investigation.






	10.3	 	The model selections and configurations for the communication equipments of Party B which
will be connected to the power communication network of Party A shall be compatible and
consistent with each other.
	 
	10.4	 	The carrier wave frequency employed by Party B, relating to the Party A’s power communication
network, shall be submitted to Party A for approval, and be used upon the procurement of
approval with written confirmation from Party A.
	 
	10.5	 	Both Parties shall own standby communication systems to assure the communication and
connection in case of any Emergencies of the Power Station or the grid.
	 
	10.6	 	The dispatching communication system of Party B shall reach the main operational parameters
set forth below:






	 	(1)	 	The circuit operation rate for the communication system ≥ 99.8%;




31









 












	 	(2)	 	The operation rate for the equipment ≥99.9%;
	 
	 	(3)	 	Other parameters agreed by both Parties: none.






	10.7	 	Both Parties shall appoint specific staff for the operational maintenance work of the
dispatching communication system under its control respectively in order to ensure the normal
operation of the dispatching communication systems.





CHAPTER XI ACCIDENT INVESTIGATION AND SETTLEMENT





	11.1	 	The Power Dispatching Agency and the Power Station shall, within their respective
jurisdictions, carry out the settlement of the accidents quickly and accurately, in accordance
with the power system dispatching regulations and spot operation regulations of the Power
Station, and notify the settlement conditions of the accidents to each other in time.
	 
	11.2	 	The settlement for the accidents within the dispatching area of the Power Dispatching Agency
shall strictly implement the direction released by the on-duty dispatcher of the Power
Dispatching Agency (except for those, in accordance with the spot regulations, which can be
settled down without the dispatching directions).
	 
	11.3	 	On the basis of the grid structure, operational features and the specification of the Power
Station, the Power Dispatching Agency shall formulate accident settlement principles and
counter-accident measures in accordance with the Guide on Safety and Stability of the Power
System (DL755-2001), power system dispatching regulations and other relevant regulations, and
specify the requirements for the necessary measures which shall be taken by the Power Station.






	 	11.3.1	 	Under any Emergencies threatening the safety of the grid, the on-duty dispatcher of




32









 






	 	 	 	the Power Dispatching Agency may take necessary measures, including the adjustment of the
power generation output of the Power Station, the releasing of direction for on-off
operation, and etc., the Disconnection of the Power Station to assure and restore the
safe operation of the grid.






	 	11.3.2	 	In the event that the Power Station or any of its generator units must be disconnected
from the grid, the Power Dispatching Agency shall reconnect the Power Station or any of its
generator units for operation provided that such Emergency is over or has been remedied.
	 
	 	11.3.3	 	The Power Dispatching Agency shall notify the reasons for the aforesaid Disconnection to
Party B afterwards.






	11.4	 	The Party or both Parties under the occurrence of any accident shall investigate such
accident in accordance with the Regulations on the Production Accidents Investigation of Power
Industry, the result of which shall include the reason for the accident, the responsible party
for this accident and relevant liabilities, and the counter-accident measures for preventing
similar accidents. The responsible party for the accident shall assume the responsibilities in
accordance with the investigation result, and carry out the counter-accident measures
immediately.






	 	11.4.1	 	The grid accident shall be investigated and analyzed by Party A; in case of involving
Party B, Party B shall be invited for the investigation and analysis. Party B shall
support Party A’s work, cooperate for the spot investigation, provide default record
chart, operation conditions during the accident and relevant data for accident analysis.
	 
	 	11.4.2	 	The accident of the Power Station shall be investigated and analyzed by Party B; in
case of involving Party A, Party A shall be invited for the investigation and analysis.
Party A shall support Party B’s work, cooperate for the spot




33









 






	 	 	 	investigation, provide default record chart, operation conditions during the
accident and relevant data for accident analysis.






	 	11.4.3	 	The accident involved the grid and the Power Station shall be investigated by the
specific investigation panel composed in accordance with the national regulations if the
cause of the accident cannot be identified and agreed within a short period of time.
	 
	 	11.4.4	 	The investigation report on the accident of any Party or both Parties shall be
disclosed, the content of which shall include the reasons for the accidents, the
settlement procedures of the accidents, the responsible party for the accident and its
liabilities, the rectification plan and precaution measures for the accident, and etc.
	 
	 	11.4.5	 	The responsible party for the accident shall rectify the mistake immediately,
implement the rectification plan and the precaution measures for the accident; in case
of involving the other Party, such rectification plan and the precaution measures for
the accident shall be approved by the other Party in advance.





CHAPTER XII FORCE MAJEURE





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






	 	(1)	 	the scope and duration of the exempted or postponed performance shall not extend
beyond the reasonable needs of eliminating the impact of Force Majeure;
	 
	 	(2)	 	the Party affected by Force Majeure shall continue to perform its other
obligations hereunder which have not been affected by the Force Majeure;




34









 












	 	(3)	 	in case the events of Force Majeure come to an end, the Party claiming Force
Majeure shall resume the performance of this Agreement as soon as possible.






	12.2	 	In the event that any Party is unable to perform this Agreement due to Force Majeure, such
Party shall promptly inform the other Party, and shall send a written notice to the other
Party within three (3) days thereafter. Such written notice shall indicate the date of the
occurrence of Force Majeure, the anticipated duration, the nature of the events, the impact on
its performance of this Agreement and the measures it has taken to mitigate the impact of such
Force 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 thirty (30) days commencing from the date when the Force
Majeure event occurs (in the event of communication interruption, from the restoration date
of the communication).
	 
	12.3	 	The Parties affected by the Force Majeure shall take reasonable measures to mitigate the
losses incurred by either or both Parties caused by Force Majeure. The Parties shall
immediately consult with each other to formulate and implement a remedy plan and reasonable
alternative measures to mitigate or eliminate the impact of Force Majeure.
	 
	 	 	In the event that the Party affected by the Force Majeure fails to use all endeavors to take
reasonable measures to mitigate the impact of Force Majeure, that Party shall be responsible
for the enlarged losses arising therefrom.
	 
	12.4	 	In the event that the Force Majeure has prevented a Party from performing its obligations
under this Agreement for a continuous period of over thirty (30) days, the Parties
hereto shall consult with each other to determine the conditions for continuing the
performance of this Agreement or to terminate this Agreement. If the Parties hereto fail to
reach agreement concerning the conditions for continuing the performance of this




35









 






	 	 	Agreement or the termination of this Agreement within 180 days after the occurrence of
Force Majeure, any Party shall be entitled to terminate this Agreement with a notice to the
other Party, unless otherwise provided herein.





CHAPTER XIII LIABILITY FOR BREACH OF AGREEMENT





	13.1	 	Any breach of the provisions hereof committed by any Party shall constitute a breach of this
Agreement, the other Party is entitled to require the defaulting Party for the assumption of
the liability for breach of this Agreement.
	 
	13.2	 	In case of committing any breach of the following, Party A shall assume the liability for
breach of this Agreement to Party B in accordance with the methods listed out in the Article
13.3:






	 	(1)	 	Failure to perform the obligations provided in Chapter III, which causes direct
economic loss to Party B;
	 
	 	(2)	 	To commit a breach of the provision provided in the Article 4.9, as a result of
which, Party B cannot generate power as planned or as normal, or suffers from direct
economic loss;
	 
	 	(3)	 	To commit a breach of the power system dispatching regulations, which causes
direct economic loss to Party B;
	 
	 	(4)	 	Any requirement of the Power Dispatching Agency to the Power Station (power
generation units) to implement cycling loading, frequency modulation and voltage
regulation being over its operation capacity or the stipulations of this Agreement,
which causes direct economic loss to Party B;
	 
	 	(5)	 	To make any setting or control mistakes to the primary or secondary equipments of
the grid, which causes direct economic loss to Party B;






36











 






	 	(6)	 	occurrence of any conditions stipulated in Article 7.4.3 due to Party A’s Reason,
which causes economic loss to Party B;
	 
	 	(7)	 	To conduct any inappropriate implementation of the provisions stipulated in
Article 11.3.1, which causes economic loss to Party B;
	 
	 	(8)	 	Any default to the relay protection and automatic safety devices, dispatching
automatization system and dispatching communication system due to Party A’s Reason,
which causes economic loss to Party B;
	 
	 	(9)	 	To commit any other inappropriate act, which causes economic loss to Party B;
	 
	 	(10)	 	Other liabilities for the breach of agreement agreed by both Parties which shall
be assumed by Party A: none.






	13.3	 	Party A shall assume the liability for each breach of this Agreement according to the methods
set forth below:






	 	(1)	 	To pay the liquidated damages to Party B in the amount of RMB 10,000 in a
lump sum;
	 
	 	(2)	 	In the event that the breach committed by Party A causes direct loss to Party B
and the liquidated damages paid in accordance with the Item (1) of this Article cannot
compensate the loss in full, Party A shall make up the direct expenses and costs for
repairing the equipments and restoring the normal operations of Party B;
	 
	 	(3)	 	In the event that the breach committed by Party A causes power output loss to
Party B, the settlement shall be carried out in accordance with relevant provisions
stipulated in the Power Purchase and Sale Contract.




37









 












	13.4	 	In case of committing any of the following acts, Party B shall assume the
liability for breach of this Agreement to Party A in accordance with the methods listed
out in the Article 13.5:






	 	(1)	 	Failure to perform the obligations provided in Chapter III, which causes direct
economic loss to Party A;
	 
	 	(2)	 	Failure to complete the preparation work for the grid connection in accordance
with Chapter IV, which causes direct economic loss to Party A;
	 
	 	(3)	 	To cause any abnormal operation or default of the primary or secondary equipments
in connection with the grid operation, which makes Party A suffer from direct economic
loss;
	 
	 	(4)	 	Failure to participate in the cycling loading, frequency modulation, voltage
regulation or reserve operation of the power system in accordance with the provisions
stipulated in Article 5.4;
	 
	 	(5)	 	To cause any alteration of the overhaul duration, which causes direct economic
loss to Party A;
	 
	 	(6)	 	Failure to report the real conditions of the equipments (such as the power
generator units and electric equipments, etc.) and relevant facilities of the Power
Station to the Power Dispatching Agency;
	 
	 	(7)	 	Failure of the relay protection and automatic safety devices of the Power Station
to reach the parameters listed out in the Article 8.4, or any incorrect running or
default of the relay protection and automatic safety devices of the Power Station, due
to Party B’s Reason, leads to any accident or the enlargement of the accident, which
causes direct economic loss to Party A;




38









 






	 	(8)	 	Failure of the power dispatching automatization system of the Power Station to
reach the parameters listed out in the Article 9.4, or any default of the power
dispatching automatization system of the Power Station, due to Party B’s Reason, leads
to any accident or the enlargement of the accident, which causes direct economic loss to
Party A;
	 
	 	(9)	 	Failure of the dispatching communication system of the Power Station to reach the
parameters listed out in the Article 10.6, or any default of the power dispatching
communication system of the Power Station, due to Party B’s Reason, leads to any
accident or the enlargement of the accident, which causes direct economic loss to Party
A;
	 
	 	(10)	 	Other liabilities for the breach of agreement agreed by both Parties which shall
be assumed by Party B: none.






	13.5	 	Party B shall assume the liability for each breach of this Agreement according to the methods
set forth below:






	 	(1)	 	To pay the liquidated damages to Party A in the amount of RMB 10,000 in a
lump sum;
	 
	 	(2)	 	In the event that the breach committed by Party B causes direct loss to Party A
and the liquidated damages paid in accordance with Item (1) of this Article cannot
compensate the loss in full, Party B shall make up the direct expenses and costs for
repairing the equipments and restoring the normal operations of Party A;
	 
	 	(3)	 	In the event that the breach committed by Party B causes power output loss to
Party A, the settlement shall be carried out in accordance with relevant provisions
stipulated in the Power Purchase and Sale Contract.






	13.6	 	In the event that Party B commits any of the serious breaches of this Agreement set




39









 






	 	 	forth
below, Party A may take enforcement measures to the extent of the Disconnection of the
defaulting Power Station (power generator units), in addition, Party B is entitled to claim
for any loss due to such Disconnection:






	 	(1)	 	The Power Station arbitrarily starts up for grid connection or shuts down for
Disconnection without being approved by the Power Dispatching Agency;
	 
	 	(2)	 	Under the Emergencies, the Power Station commits the breach of the provisions
stipulated in Article 5.1.1;
	 
	 	(3)	 	Under the Emergencies, the Power Station does not accurately report the actual
conditions of the equipments (such as the power generator units or electric equipments,
etc.) and relevant facilities of the Power Station to the Power Dispatching Agency;
	 
	 	(4)	 	Other serious breaches of the Agreement agreed by both Parties: none.






	13.7	 	Unless otherwise provided by this Agreement, in case of any breach of this Agreement, the
non-defaulting Party shall inform the defaulting Party to stop the breach and send the
defaulting Party a written notice as soon as possible for the requirement of rectification
work and the assumption of the liability of such breach in accordance with this Agreement.
	 
	13.8	 	The defaulting Party shall take steps to rectify its breach promptly and assume the liability
of the breach determined in accordance with this Agreement:






	 	(1)	 	The liquidated damages paid in a lump sum shall be paid off within fifteen
(15) days after the confirmation of the breach;
	 
	 	(2)	 	The balance between the liquidated damages paid in a lump sum and the direct
economic loss shall be paid off within thirty (30) days after the confirmation
of the loss;










40









 












	 	(3)	 	In case of power output loss, the settlement shall be conducted in accordance
with relevant provisions stipulated in the Power Purchase and Sale Contract.






	13.9	 	Before the expiration of the performance term stipulated in this Agreement, any Party
explicitly expresses or indicates by its own actions that it will not perform its obligations
under this Agreement, the other Party is entitled to require such Party to assume the
liability of breach of agreement.





CHAPTER XIV EFFECTIVENESS AND TERM





	14.1	 	This Agreement comes into effect upon the signing by the legal or authorized representatives
and being affixed with the official stamps of both Parties.
	 
	14.2	 	The valid term of this Agreement is from May 17, 2009 to May 18, 2010.
	 
	14.3	 	Both Parties shall consult with each other for the extension of this Agreement one
(1) month before the expiration of this Agreement.





CHAPTER XV MODIFICATION, TRANSFER AND TERMINATION OF THIS AGREEMENT





	15.1	 	Any modification, amendment or supplement to this Agreement shall be carried out in written
form, with the conditions of effectiveness same as specified in Article 14.1 hereof.
	 
	15.2	 	Both Parties expressly indicate that, without the written consent from the other Party, any
part or all of the rights or obligations under this Agreement shall not be transferred by any
Party to any third party.




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	15.3	 	During the valid term of this Agreement, both Parties agree to adjust and amend this
Agreement accordingly if any of the following circumstances occurs:






	 	(1)	 	Any changes to the relevant national laws, regulations, rules and polices;
	 
	 	(2)	 	Any content of this Agreement conflicting with any relevant compulsory rules,
administrative measures, regulations and etc. issued by the national electric power
regulatory authority;
	 
	 	(3)	 	Other circumstances agreed by both Parties: none.






	15.4	 	Termination






	 	 	If any of the following events occurs to any Party, the other Party is entitled to terminate
this Agreement fourteen (14) days after serving a notice of termination:






	 	(1)	 	If any Party goes bankrupt or liquidated, or the business license or the power
business permit of any Party or the Power Station is revoked;
	 
	 	(2)	 	If any Party is merged with the other Party, or all or the major part of the
assets of any Party is transferred to another entity, and the surviving enterprise
cannot assume all its obligations under this Agreement;
	 
	 	(3)	 	Other conditions agreed by both Parties: none.





CHAPTER XVI DISPUTE RESOLUTION





	16.1	 	All disputes arising from the performance of this Agreement and in connection with this
Agreement may be resolved through friendly consultation or mediation by the power regulatory
authority. In the event that no settlement can be reached through friendly consultation or
mediation, such dispute shall be settled in the way stipulated in the following Item
(2):




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	 	(1)	 	Both Parties agree to submit the dispute for arbitration in
[     ] arbitration commission in accordance with its arbitration rules. In
addition, the arbitration award shall be final and binding on both Parties.
	 
	 	(2)	 	Any Party may submit the dispute to the people’s court for resolution through
judicial proceedings.





CHAPTER XVII APPLICABLE LAW





	17.1	 	The formation, validity, interpretation, performance and dispute resolution of this Agreement
shall be governed by the laws of the People’s Republic of China.





CHAPTER XVIII MISCELLANEOUS





	18.1	 	Confidentiality
	 
	 	 	Both Parties warrant that the materials and documents obtained from the other Party which
cannot be obtained through public channel shall be treated confidentially. Without the
consent from the original provider of such materials and documents, all or any part of such
materials and documents shall not be disclosed to any third party, unless otherwise provided
by the State.
	 
	18.2	 	Appendices





	 	 	 
	Appendix I:
	 	Diagram for the Grid Connection Points

	 	 	 

	Appendix II:
	 	The Technical Parameters of the Power Station

	 	 	 

	Appendix III:
	 	The Dispatching Division of the Power Station’s Equipments








	 	 	The Appendices to this Agreement (including Special Provisions) shall constitute an integral
part of this Agreement, and shall have the same legal effect as this Agreement. In case of
any discrepancies between this Agreement and its appendices, according to the nature of
discrepancy, the content most related to and dealing more deeply with the 




43









 






	 	 	point of dispute shall prevail. In case that the discrepancy and contradiction still exist after
having applied the aforesaid principle, both Parties shall, on the principle of good faith,
consult with each other to make the determination according to the purpose of this Agreement.
	 
	18.3	 	Entire Agreement
	 
	 	 	This Agreement (including Specification Clauses) and its appendices shall constitute the
entire agreement between both Parties as to the subject matter of this Agreement, and shall
supersede all previous discussions, negotiations, contracts and agreements between them in
relation to the subject matter hereof.
	 
	18.4	 	Notification and Delivery
	 
	 	 	Any notification or document given under or in connection with this Agreement shall be in
writing. In the event that the notification or document is sent through air-mail, courier
service or personal delivery, it shall be deemed to be given upon the receipt in writing; and
in case of facsimile, it shall be deemed to be given upon the confirmation of receipt. All
notifications and documents shall not come into effect until being delivered or received. All
notifications shall be delivered to the following addresses as provided in this Agreement or
to a modified address when either Party has notified the other Party with a written notice.





	 	 	 
	Party A:
	 	 

	 	 	 

	Addressee:
	 	Sichuan Cangxi Electric Power Co., Ltd.

	 	 	 

	Telephone:
	 	0839-5222084

	 	 	 

	Facsimile:
	 	0839-5222084

	 	 	 

	Post Code:
	 	 628400

	 	 	 

	Email:
	 	 cxmaster@21cn.com

	 	 	 

	Mail Address:
	 	No.13, Renmin West Street, Lingjiang Township, Cangxi County.

	 	 	 

	Party B:
	 	 







44









 






	 	 	 
	Addressee:
	 	Sichuan Huabang Hydroelectric Development Co., Ltd.

	 	 	 

	Telephone:
	 	 0839-5285466

	 	 	 

	Facsimile:
	 	 0839-5285468

	 	 	 

	Post Code:
	 	628400

	 	 	 

	Email:
	 	sichuanhuabang@163.com

	 	 	 

	Mailing Address:
	 	 Room 602, Jin Xia Yi Yuan Binjiang Road, Cangxi County








	18.5	 	No Waiver
	 
	 	 	Any waiver of any of its rights under this Agreement of any Party, which is not expressed in
a written form, 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.
	 
	18.6	 	Continuous Effectiveness
	 
	 	 	The terms and conditions in connection with the arbitration and confidentiality under this
Agreement shall remain effective after the termination of this Agreement.
	 
	18.7	 	Text
	 
	 	 	This Agreement comprises nineteen (19) pages, and is executed in six (6)
counterparts, and each Party holds two (2) counterparts, and the rest two (2)
counterparts are filed with the Economic and Commercial Bureau of Cangxi County.




45









 











Party A: Sichuan Cangxi Electric Power Co., Ltd.



(stamp)




Legal Representative or Authorized Representative:_________



Signing Date: May 17, 2009




Signing Place: Sichuan Cangxi Electric Power Co., Ltd.




Party B: Sichuan Huabang Hydroelectric Development Co., Ltd.



(stamp)




Legal Representative or Authorized Representative:_________




Signing Date: May 17, 2009




Signing Place: Sichuan Cangxi Electric Power Co., Ltd.




46









 





Special provisions




Dispatching for the Reservoir of the Power Station





	1.1	 	Characteristics for the Reservoir and Basic Parameters






	 	1.1.1	 	The regulating characteristics for the reservoir of the Power Station is: runoff
reservoir
	 
	 	1.1.2	 	Basic Parameters






	 	(1)	 	Controlled Drainage Area: 4,934km2.
	 
	 	(2)	 	Normal Storage Level and Corresponding Reservoir Capacity: 368 m;
30,800,000 m3.
	 
	 	(3)	 	Dead Water Level and Corresponding Reservoir Capacity: 361 m;
5,900,000 m3.
	 
	 	(4)	 	Design Flood Level and Corresponding Reservoir Capacity: 372.67m; 5,988
m3.
	 
	 	(5)	 	Check Flood Level and Corresponding Reservoir Capacity: 375.05m;
77,590,000 m3.
	 
	 	(6)	 	Top Level of Flood Control: 375 m.
	 
	 	(7)	 	Beginning Water Level in Flood Season: 367.6m.






	 	1.1.3	 	Reservoir Capacity






	 	(1)	 	Total Reservoir Capacity: 30,800,000 m3.
	 
	 	(2)	 	Flood Control Capacity: 59,880,000 m3.
	 
	 	(3)	 	Usable Capacity: 29,080,000 m3.
	 
	 	(4)	 	Other Parameters: none.






	 	1.1.4	 	Flow






	 	(1)	 	Design Flood: 12,165m3/s.
	 
	 	(2)	 	Check Flood: 16,890m3/s.
	 
	 	(3)	 	Maximum Design Discharge Flow: 14,998 m3/s.




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	 	(4)	 	Minimum Design Discharge Flow: 182 m3/s.
	 
	 	(5)	 	Maximum Power Generation Flow: 149.11 m3/s.






	 	1.1.5	 	The reservoir water level variation range of the Liyuan Power Station Hydroelectric
Project during the cofferdam power generation is from 367.6 m to 368 m.






	1.2	 	Reservoir Dispatching Range
	 
	 	 	Within the flood season, the flood control capacity and the usage of the flood dispatching
above the beginning water level shall be subject to the unified dispatching and direction of
the Flood Control Direction Agency of Cangxi County, and the capacity below the beginning
water level shall be subject to the unified dispatching and direction of the Power
Dispatching Agency.
	 
	1.3	 	Principles for the Reservoir Dispatching






	 	(1)	 	To conduct the reservoir dispatching in accordance with relevant laws and
regulations and the reservoir dispatching regulations to assure the safe operation of the
reservoir.
	 
	 	(2)	 	To carry out the dispatching in strict accordance with its project designed flood
control principles in order to ensure the safety of the project and satisfy the flood
control standard requirements of the upstream and downstream flows.
	 
	 	(3)	 	To make full use of the hydropower resources and develop the comprehensive
utilization of the reservoir.






	1.4	 	Basic Requirements for the Reservoir Dispatching






	 	(1)	 	Party B shall provide the design materials, operational statistical data, and
operation conclusion of the Power Station as required by Party A.
	 
	 	(2)	 	The Power Station shall submit the annual flood control plan of the current year
to the Power Dispatching Agency before March 30th of each year, pay
close attention to the meteorological changes within the drainage during the flood
season, provide the flood conditions and other conditions in relation to the flood
control in time,




48









 






	 	 	 	and carry out the short-term flood prediction. In case of serious flood
or disastrous climate, Party B shall report to Party A immediately.
	 
	 	(3)	 	Party B shall deliver the real-time operation conditions of the reservoir and
generator units to Party B as required.
	 
	 	(4)	 	The water level of the reservoir shall be controlled in accordance with the
designed dispatching diagram or the reservoir water level fluctuation plan agreed by
both Parties through consultation, and be assured to be operated above the dead water
level.
	 
	 	(5)	 	The comprehensive utilization, the utilization in the frequency modulation,
cycling loading of the grid, and Emergency standby duty of the Power Station shall be
fully take use of, provided that the safety of the dam and equipment of the Power
Station are assured.
	 
	 	(6)	 	Both Parties shall coordinate with each other and do their best to take full use
of the hydroelectric energy for more power generation with less water discharging.










49









 











APPENDIX I Diagram for the Grid Connection Points










	1	 	The grid connection point is the 591 switch of 35KV Lingli Line (vacuum circuit
breaker) owned, operated and maintained by Party B, which is dispatched by Party A.
	 
	2	 	The 35KV Lingjiao Line and 544 switch indicated in the diagram are the equipments
owned by Party A; and the lines from the “T” connection point of 35KV Line till Liyuan
Power Station is the equipment owned by Party B.




50









 











APPENDIX II The Technical Parameters of the Power Station





	1	 	Data Plate Parameters of the Generator Units of the Power Station





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Rated	 	Active	 	Rated	 	Rated
	Serial	 	 	 	Capacity	 	Power	 	Capacity	 	Revolution
	Number	 	Models	 	(MVA)	 	(MW)	 	Factor	 	(r/min)
	No.1 Generator Unit

	 	SF2000-28/2840
	 	2.5
	 	2
	 	0.8
	 	214.3
	No.2 Generator Unit
	 	SF2000-28/2840
	 	2.5
	 	2
	 	0.8
	 	214.3
	No.3 Generator Unit
	 	SF2000-28/2840
	 	2.5
	 	2
	 	0.8
	 	214.3
	No.4 Generator Unit
	 	SF2000-28/2840
	 	2.5
	 	2
	 	0.8
	 	214.3
	No.5 Generator Unit
	 	SF2000-28/2840
	 	2.5
	 	2
	 	0.8
	 	214.3
	No.6 Generator Unit
	 	SF2000-28/2840
	 	2.5
	 	2
	 	0.8
	 	214.3







	2	 	The grid connection line for the connection between the Power Station and the
grid of Party A.






	 	(1)	 	Name of the Line: Lingli line.
	 
	 	(2)	 	Voltage Classification: 35 KV






	3	 	Party B shall provide other accurate parameters of the Power Station in
accordance with the designed parameters of the equipments and the result of the grid
connection checking.






	 	3.1	 	The Output Range for the Normal Operation
	 
	 	 	 	The maximum output of the normal operation of No.1, 2, 3, 4, 5 and 6 power




51









 






	 	 	 	generator units of the Power Station is 100% of the rated capacity, and the
minimum output of the normal operation of such aforesaid power
generator units is
0% of the rated capacity.
	 
	 	3.2	 	Under any specific conditions of the grid, no specific requirement
is needed for the minimum output of No.1, 2, 3, 4, 5 and 6 power
generator units of the Power Station.
	 
	 	3.3	 	The modulation rate for the frequency of the generator units during the
nominal operation
	 
	 	 	 	The rate for No.1, 2, 3, 4, 5 and 6 power generator units of the Power
Station is 2 MW/min.
	 
	 	3.4	 	The minimum duration required from the receipt of the dispatching
direction to the reaching of the generator units for grid connection output is 5
minutes.
	 
	 	3.5	 	After the receipt of the dispatching direction, the shortest shutdown
duration from full load output to zero load is 3 minutes.
	 
	 	3.6	 	The shortest shutdown duration from disconnection of units to
reconnection with the grid 1 minute.
	 
	 	3.7	 	No.1, 2, 3, 4, 5 and 6 power generator units of the Power Station
cannot be under the under-excitation operation.
	 
	 	3.8	 	Other technical parameters needed to be specified by both Parties:
none.






	4	 	The operation modes limited or non-recommended by the manufacturer of the
equipments:






	 	(1)	 	No.1, 2, 3, 4, 5 and 6 generator units cannot be operated for
phase modulation




52









 






	 	 	 	at any conditions.
	 
	 	(2)	 	No.1, 2, 3, 4, 5 and 6 generator units cannot be operated for
frequency modulation under the condition of the parallel operation of the Cangxi
grid and the bigger system.






	 	 	Other non-recommended operation modes: none.






	5	 	After the business operation of the Power Station, in case of any changes to the
operational parameters of the generator units noticed by the Party B which needs to be
adjusted since it cannot reach the technical parameters indicated in Article 3 of this
appendix, Party B shall indicate the conditions to the Power Dispatching Agency, and
submit the testing report confirmed by the qualified agency.




53









 











APPENDIX III The Dispatching Division of the Power Station’s Equipments 





	1	 	The direct dispatching range of the Power Dispatching Agency after the grid
connection with the Power Station.






	 	(1)	 	The generator units: None.
	 
	 	(2)	 	Primary Equipments
	 
	 	 	 	The 591 switch of 35KV Lingli Line and the isolating switches (including the
ground switch) on both sides of the 591 switch.
	 
	 	(3)	 	The Relay Protection and Automatic Safety Devices in connection with the
Grid Operation of Party A
	 
	 	 	 	The relay protection and automatic safety devices for the 591 switch of
35KV Lingli Line.
	 
	 	(4)	 	The Dispatching Automatization and Communication Facilities in connection
with the Grid Operation of Party A
	 
	 	 	 	None.
	 
	 	(5)	 	Other Facilities Considered to be connected with the Grid Safety by the
Power Dispatching Agency
	 
	 	 	 	None.






	2	 	The permitted dispatching jurisdiction of the Power Dispatching Agency after the
grid connection of the Power Station






	 	(1)	 	No. 1, 2, 3, 4, 5 and 6 units.
	 
	 	(2)	 	No. 1, 2 and 3 main transformers.
	 
	 	(3)	 	Dispatching and communication lines..






54