EX-10.40




Exhibit
10.40



GRID CONNECTION AND POWER PURCHASE AGREEMENT




Party A: Sanming Zhongyin Banzhu Hydroelectric Co., Ltd.




Party B: Fujian Province Sanming Power Industry Bureau



For the purpose of coordinating the relationship between power seller and power purchaser, and
identify the responsibilities and obligations of the Parties, Party A and Party B, according to the
spirit of the Reply concerning the Amended Opinion on the Grid-connection Plan of Sanming Banzhu
Hydropower Station (document number: Min Dian Ji [1994] No.235) issued by the Power Industry Bureau
of Fujian Province, after the consultation, agree to enter into this Grid-connection and Power
Purchase Agreement (this “Agreement”) as set out below:





	I	 	On-grid Installed Capacity
	 
	 	 	Party A is installed with three (3) hydroelectric generator units (Type: SFWG15.0-68) with a
total installed capacity of 45,000 KW, and No.1 step-up substation of 20,000 kilovar and No.2
step-up substation of 40,000 kilovar.
	 
	II	 	Grid-connection Mode






	 	1	 	Party A is connected to the provincial grid by means of 35KV double circuit line and
is responsible only for power generation other than power supply. No.1 generator unit of
the first phase, after the transformation to 35KV by No.1 step-up substation of 20,000
kilovar, is connected to No.302 Interval of Liexi Substation of the provincial grid
through 343 Banlie Line for operation; the following No.2 and No.3 generator units, after
the transformation to 35KV by No.2 step-up substation of 40,000 kilovar, are connected to
No.346 Interval of Chenda Substation of the provincial grid through 344 Banchen Line for
operation. In addition, the busbar of Segment I of 343 Banlie Line and the busbar of
Segment II of 344 Banchen Line could be tied with 3400 isolating switch through the 35KV
bus tie, the operation form of which will be identified in the dispatching agreement.
	 
	 	2	 	Party B will provide to Party A with power for the overhaul usage during its entire
outage period by 975 Line of Liedong Substation, with the approved capacity of 250 KW.
	 
	 	3	 	In principle, power supply for the overhaul usage and etc. shall not be provided by
Banlie Line and Banchen Line; in case of emergency and requirement for reversed power
supply, upon the approval from the dispatcher of Party B, such power supply could be
provided, but Party A shall immediately and actively consultant with Party B for the
non-metered power output and other issues.




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	III	 	Metering






	 	1	 	The metering points for the electricity fees of Party A shall be respectively set at
302 Interval of Liexi Substation and 346 Interval of Chenda Substation (the intervals for
the grid connection shall be invested and constructed by Party A, and then transferred,
without any charge, to Party B for management and maintenance), with the respective CT
no-load voltage ratio of 750/5 and 600/5, the current and potential transformers for
metering of category 0.2 accuracy and imported multifunctional kilowatt-hour meter
installed, which shall be examined and tested to be qualified and sealed by Party B. The
metering points shall be maintained and managed by Party B during the period of the
metering and calculation of power output and fees. Party B shall return the kilowatt-hour
meters of the same type to Party A upon the cancellation of the account.
	 
	 	2	 	The meter with peak and valley differentiation function shall be installed at the
power supply source for overhaul usage of 975 Line so as to meter the power used by Party
A.






	IV	 	Management of Power Purchase






	 	1	 	Party B shall reasonably arrange the power generation of Party A in accordance with
the actual supply and demand conditions of the grid, and the power purchase plan released
by the Power Industry Bureau of Fujian Province.
	 
	 	2	 	Party A shall submit the power generation proposal for the next year (quarter) to
Party B and the Power Industry Bureau of Fujian Province respectively at the end of July
in each year and within twenty days before the next quarter, which shall be released and
carried out upon the overall balancing by the Power Industry Bureau of Fujian Province.
Party B will not purchase the power output exceeding the permitted planned output.
	 
	 	3	 	Party A shall carry out its power generation strictly in accordance with the reactive
and active load curves released by the local dispatching agency of Party B, and the
power-factor of the on-grid power output shall be examined according to the standard 0.9.
	 
	 	4	 	Party A shall submit to Party B the monthly statement of the power generation
conditions of the previous month on the first day of the subsequent month.






	V	 	Tariff and Settlement of Electricity Fees






	 	1	 	The on-grid tariff of Party A shall be executed in accordance with the tariff
approved by the Power Industry Bureau of Fujian Province and the Price Commission of
Fujian
Province.




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	 	2	 	The electricity fees for the on-grid power output of Party A shall not be calculated
separately at the tariff respective for the peak and valley periods for the time being.
	 
	 	3	 	Party B shall regularly read the meter at 24:00 at the end of each month, and upon
the double check jointly by Party A and Party B on the site, the value-added tax invoice
shall be issued and delivered by Party A to the financial staff of Party B within the
first five days of each month. The settled electricity fees shall be paid off by Party B
within thirty days after the receipt of the said invoice.
	 
	 	4	 	The circuit power-factor of the power supply source for the overhaul of Party A shall
be examined according to the standard 0.9, and the electricity fees shall be calculated
separately at the tariff respective for the peak and valley periods.
	 
	 	5	 	The on-grid power output and power output for the overhaul of Party A shall not be
offset with each other.
	 
	 	6	 	In the event that the kilowatt-hour meters located at Liexi Substation and Chenda
Substation for metering the on-grid power output break down and therefore could not meter
accurately, the metering data at the outlet of the line of step-up substation of Party A
may be used for reference to the settlement of the on-grid power output.






	VI	 	Property Demarcation and Maintenance and Management






	 	1	 	The property demarcation point of Banlie Line is set at No.33 Pole, which is one
meter away from the side insulator string of Liexi Substation. The property rights of
No.33 Pole and its lines shall belong to Party A.
	 
	 	2	 	The property demarcation point of Banchen Line is set at No.12 Pole, which is one
meter away from the side insulator string of Chenda Substation. The property rights of
No.12 Pole and its lines shall belong to Party A.
	 
	 	3	 	Party A shall be responsible for the maintenance and management of its self-owned
equipments. In the event that it is hard for Party A to maintain such equipments, Party A
may entrust Party B with the maintenance, and enter into a separate entrusted maintenance
agreement. Party B shall be responsible for the maintenance and management of its
self-owned equipments. Party A and Party B shall be respectively responsible for the
safety of their own equipments.
	 
	 	 	 	The property demarcation between Party A and Party B are indicated on the attached chart.




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	VII	 	Dispatching Operation and Communication Management
	 
	 	 	Party A shall follow the dispatching of grid and enter into a dispatching agreement with the
dispatching agency of Party B, which shall be attached as appendix to this Agreement.






	VIII	 	Miscellaneous






	 	1	 	Party A shall carry out the precaution testing and relay protection commission
periodically for its high voltage electric equipments in accordance with the national
regulations; in addition, one copy of the testing reports on the switch of the main
transformer lines and relevant main equipments shall be submitted to Party B for record.
	 
	 	2	 	Party A shall strengthen the technical training and position safety training of its
electric operating staff, who shall also be familiar with the Power Industry Safety
Regulation and Grid Dispatching Regulations in Sanming Area, so as to ensure the
production safety.
	 
	 	3	 	The staff, who is appointed by Party B for the examination of Party A, shall strictly
abide by the regulations and rules of Party A and keep the information confidential; in
addition, Party A shall provide convenience for the work of the staff appointed by Party
B. Party A shall seriously study the safety issues raised by Party B during the
examination, and solve them in a timely manner.
	 
	 	4	 	Any issue, which is not covered in this Agreement, shall be settled in light of the
Electric Power Law and relevant power regulations, and the regulations of the superior
authorities.
	 
	 	5	 	This Agreement shall come into effect upon the signing with a valid term of one year
for the time being. In case of no objection from the Parties, this Agreement continues
being effective.
	 
	 	6	 	This Agreement shall be executed in eight sets of originals for Party A and Party B’s
record, and in eight sets of duplicates for submission to relevant authorities.




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Party A: Sanming Zhongyin Banzhu Hydroelectric Co., Ltd.




Responsible Person:




Legal Representative:




Party B: Fujian Province Sanming Power Industry Bureau




Responsible Person:




Legal Representative:




This Agreement is executed on April 30, 1997




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Contract Serial Number: H Diao Du 091 [2006] No.0338




GRID CONNECTION AND

DISPATCHING AGREEMENT




FOR




SANMING ZHONGYIN BANZHU

HYDROELECTRIC

CO., LTD.




Fujian Province Sanming Power Industry Bureau

sanming Zhongyin Banzhu Hydroelectric Co., Ltd.




September 2006




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(Agreement Serial Number:)




GRID CONNECTION AND DISPATCHING AGREEMENT




This Grid Connection and Dispatching Agreement (hereinafter referred to as this “Agreement”) is
executed by and between the following two Parties:



Party A: Fujian Province Sanming Power Industry Bureau, a local power grid operation
enterprise registered with the Administration Authority for Industry and Commerce, with the tax
registration number of 35040215558376, the registered address at No.1032, Liedong
Street, Sanming City, Fujian Province, and Post Code of 365000, the legal
representative of which is Cai Hong Xian.



Party B: Sanming Zhongyin Banzhu Hydroelectric Co., Ltd., a power generation enterprise
with the status of legal entity, registered with the Administration for Industry and Commerce of
Sanming City, Fujian Province, with the registration number of Qi Zuo Ming Zong Fu Zi
No.000597, the registered address at Building 160, Qianlong New Village, Xinshi North Road,
Sanming City, and Post Code of 365000, the legal representative of which is Yao
Zheng Xiang.



WHEREAS:




Party B constructs, owns, operates and manages the Banzhu Hydropower Station (hereinafter referred
to as the “Power Plant”) with a total installed capacity of 45MW in Sanming City, and agrees to
connect the Power Plant to Party A’s grid for operation in accordance with the



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provisions hereof and accept the dispatching management conducted by the dispatching agency of
Party A within its functional area.



In order to ensure the safety, high quality and economic operation of the electric power system,
regulate the dispatching of power grid and grid-connected 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 a “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.



CHAPTER I DEFINITIONS AND INTERPRETATIONS





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






	 	1.1.1	 	“Fujian Power Dispatching (Trading) Center” (“Provincial Dispatching” for
abbreviation) refers to the agency in charge of the organization, direction and
coordination of the operation of the electric power system of Fujian Province pursuant to
laws.
	 
	 	1.1.2	 	“Sanming Local Dispatching Agency” (“Local Dispatching” for abbreviation) refers to
the Power Dispatching Station of Sanming City in charge of the organization, direction and
coordination of the operation of the electric power system of Sanming area pursuant to
laws.
	 
	 	1.1.3	 	“Power Plant” refers to the power generation facility with all its auxiliary




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	 	 	 	facilities stretching to the property demarcation point with the total installed
capacity of 45 MW (including three (3) generator units, namely, No. 1 generator unit
with a installed capacity of 15 MW, No. 2 generator unit with a installed capacity of
15 MW and No. 3 generator unit with a installed capacity of 15 MW, the detailed
technical parameters please refer to Appendix II hereto), which is constructed, owned,
managed and operated by Party B and located at Banzhu, Meilie District.






	 	1.1.4	 	“Connection Points” refer to the interconnection points between the Power Plant and
the power grid.
	 
	 	1.1.5	 	“Connection Form” refers to one systematic connection form between the Power Plant
(generator units) and the power grid.
	 
	 	1.1.6	 	“AGC” refers to the Automatic Generation Control.
	 
	 	1.1.7	 	“AVC” refers to Automatic Voltage Control.
	 
	 	1.1.8	 	“RTU” refers to Remote Terminal Unit.
	 
	 	1.1.9	 	“Disconnection” insofar as this Agreement is concerned, specially refers to the
electric interruption of the connection between the power grid and the power generation
equipments which are interconnected to the power grid for operation.
	 
	 	1.1.10	 	“Special Operation Mode” refers to the operation arrangement for the abnormal line
connection mode of the Power Plant or the power grid, which is different from the normal
line connection mode, as a result of certain demand.
	 
	 	1.1.11	 	“Unit Available Capacity” refers to the output of the generator units modified at any
time due to the restrictions of the equipment conditions (including the restrictions of
water condition, shipping and etc. on the output of the generator units).
	 
	 	1.1.12	 	“Planned Outage” refers to the status of the units of the Power Plant 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-peak period, the shutdown reserve,




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	 	 	 	and etc. which are required by Sanming Local Dispatching Agency.






	 	1.1.13	 	“Unplanned Outage” refers to the unavailable status of the units of Power Plant other
than Planned Outage. Based on the outage urgency, the Unplanned Outage can be classified
into five categories: (1) immediate outage; (2) the outage 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.
	 
	 	1.1.14	 	“Forced Outage” refers to the categories 1, 2 and 3 of the Unplanned Outage set forth in
1.1.13.
	 
	 	1.1.15	 	“Equivalent Unit Derated Hours” refers to the outage hours calculated in accordance with
the maximum output on the nameplate, which are converted from the derated output hours.
	 
	 	1.1.16	 	“Equivalent Unplanned Outage Hours” refers to the sum of the hours for the Unplanned
Outage and unplanned Equivalent Unit Derated Hours.
	 
	 	1.1.17	 	“Daily Generation Dispatching Plan Curve” refers to the curve worked out by Sanming
Local Dispatching Agency on a daily basis for the determination of the generation output
of the Power Plant for each period of time of the next day in accordance with the daily
generation dispatching plan curve for Shaxi river valley released by the Provincial
Dispatching.
	 
	 	1.1.18	 	“Emergencies” refer to the material accidents occurred to the power generation or supply
facilities within the power system, including the conditions of 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 stability 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.
	 
	 	1.1.19	 	“Dispatching Regulations for Electric Power System” (hereinafter referred to




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	 	 	 	as “Dispatching Regulations” or “Grid Dispatching Regulations”) refers to the
regulations formulated in accordance with the Administration Regulations on the
Dispatching of Power Grids, the national standards and the electric power industry
standards, in order to regulate the power system dispatching and operation activities
of the electric power system within the local area. The Dispatching Regulations
include the Power System Dispatching Regulations of Fujian Province and the Power
System Dispatching Regulations of Sanming District.






	 	1.1.20	 	“Party A’s Reason” refers to the requirements of Party A or liabilities attributed to
Party A, including the liabilities which shall be assumed by Party A for the enlargement
of accident due to Party A’s failure to perform relevant national regulations and
standards, etc.
	 
	 	1.1.21	 	“Party B’s Reason” refers to the requirements of Party B or liabilities attributed to
Party B, including the liabilities which shall be assumed by Party B for the enlargement
of accident due to Party B’s failure to perform relevant national regulations and
standards, etc.
	 
	 	1.1.22	 	“Power Purchase and Sale Contract” refers to the contract entered into by and between
Party A and Party B regarding the purchase and sale of the electricity output generated by
the Power Plant and other relevant commercial issues.
	 
	 	1.1.23	 	“Force Majeure” refers to the objective conditions which are unforeseen, unavoidable and
insurmountable, including volcano eruptions, tornados, tsunamis, snowstorms, mudslides,
landslides, flood, fire, water inflows below the designed standards, and earthquakes,
typhoons, thunder and lightening and fog flash, etc. with an intensity over the designed
standards, and nuclear radiation, wars, plagues and riots, etc.






	1.2	 	Interpretations






	 	1.2.1  	 	All headings hereof are only for the convenience of reading and shall not affect the
interpretations of this Agreement in any way.




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	 	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 words “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 THE 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 with
laws, which has the full right to execute and the capability 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 accomplished legally and validly.






	2.3	 	Upon the execution of this Agreement, no judgment, verdict, award or specific administrative
activity has been issued or conducted by any courts, arbitration institutes, administrative
authorities or other supervisory bodies that is sufficient to




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	 	 	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	 	Both Parties shall abide by the national laws, regulations, electric power industry
standards, and relevant policies, regulations and administrative measures formulated and
issued by the power administration authority of the State or Fujian Province with respect to
the basic construction, operation, maintenance, dispatching and management.
	 
	 	 	In addition, both Parties shall abide by the regulations, rules and administrative measures
and other regulative document in relation to technology regulations and operation
management which are formulated by the grid company of the State or Party A to ensure the
safe and stable operation of the power grid, presently those documents mainly include:






	 	(1)	 	The Power System Dispatching Regulations of Fujian Province and the Power
System Dispatching Regulations of Sanming District;
	 
	 	(2)	 	The Regulations on the Safe and Stable Operation of the Power System of
Fujian Province;
	 
	 	(3)	 	The Regulations on the Management of the Relay Protection and Automatic
Safety Devices of the Power System of Fujian Province;
	 
	 	(4)	 	The Implementation Rules on the Main Points of the Counter-accident Measures
for the Relay Protection and Automatic Safety Devices of the Power




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	 	 	 	System of Fujian Province;






	 	(5)	 	The Implementation Rules on the Technology Supervision for the Relay
Protection and Automatic Safety Devices of the Power System of Fujian Province;
	 
	 	(6)	 	The Administration Rules on the Setting Calculation of the Relay Protection
of the Power System of Fujian Province;
	 
	 	(7)	 	The Grounding Scheme for the Secondary System of the Relay Protection of the
Power System of Fujian Province;
	 
	 	(8)	 	The Administration Regulations for the Operation of the Power Grid
Dispatching Automatization System of Fujian Province;
	 
	 	(9)	 	Relevant Counter-accident Measures in connection with the Power Grid of
Fujian Province Power Co., Ltd.






	 	 	During the period for the performance of this Agreement, in case of any amendments to the
above-mentioned regulations, rules and administrative measures, the amended regulations,
rules and administrative measures shall be implemented.
	 
	3.2	 	Unless otherwise expressly provided in this Agreement, the obligations of Party A shall
include:






	 	3.2.1	 	Under the unified direction and coordination of the Provincial Dispatching,
Sanming Local Dispatching Agency shall carry out unified dispatching for the grid within
its dispatching area, be responsible for the operation and management of the relevant
equipments and facilities relating to the power grid within its controlled area to
fulfill the requirements for the normal operation of the Power Plant and the power grid.
	 
	 	3.2.2	 	To strictly abide by the laws, regulations, rules, standards, codes, provisions,
administrative measures and etc. provided in the Article 3.1 hereof and carry out the
unified dispatching accordingly on the principle of fairness, justice, publicity, economy
and reasonableness.




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	 	3.2.3	 	To reasonably arrange the active and reactive outputs of the Power Plant on the
basis of the Daily Generation Dispatching Plan Curve of Shaxi water valley released by
the Provincial Dispatching and incorporation with the actual operation condition of the
power grid under its dispatching;
	 
	 	3.2.4	 	To carry out unified arrangement for the power generation, frequency modulation,
voltage regulation, reserve and etc. of the Power Plant to satisfy the safe and stable
operation and qualified power energy of the power grid under its dispatching;
	 
	 	3.2.5	 	To take measures to prevent the occurrence of accidents which would affect the
safety operation of the power system under its dispatching, to carry out special and
professional safety inspections concerning the grid safety in coordination with the
arrangement of the Provincial Dispatching, and formulate counter-accident measures as
required, and carry out the grid-plant unified counter-accident rehearse plan in
coordination with the Provincial Dispatching and organize and implement accordingly. In
case of the occurrence of any accident that affects the safe and stable operation of the
power grid, Party A is entitled to participate in the accident investigation and accident
analysis;
	 
	 	3.2.6	 	To arrange the equipment overhaul of the Power Plant in time according to the
Dispatching Regulations and overhaul regulations, and the tendency of the non-emergency
defects of the equipment of the Power Plant advanced by Party B, subject to the actual
conditions of the operation of the power grid under its dispatching;
	 
	 	3.2.7	 	To support and coordinate with Party B for the technological improvement and
parameters adjustment implemented to certain equipments; to direct and coordinate the
dispatching, operation and management of Party B in relation to the grid under the
dispatching of Party A; to conduct direction and coordination to the electric equipments,
relay protection and automatic safety devices, excitation system and speed governor
system, power dispatching communication, dispatching automatization and other relevant
specification and business during the operation of the Party B, which are related to the
safe operation of the power




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	 	 	 	grid under Party A’s dispatching; and to conduct statistical examination on the
equipment operation conditions of the Power Plant in accordance with relevant
regulations;






	 	3.2.8	 	To circulate the defects information of the material equipments of the power grid
related to Party B and the power transmission capacity of the channels related to Party B
according to relevant regulations in a timely fashion, and disclose the power dispatching
information related to Party B twice every year;
	 
	 	3.2.9	 	To cooperate with Party B in respect of the investigations on accidents.






	3.3	 	Unless otherwise expressly provided in this Agreement, the obligations of Party B shall
include:






	 	3.3.1	 	To obey the unified dispatching of Sanming Local Dispatching Agency, reasonably
organize the production of the Power Plant, and strictly abide by the Dispatching
Regulations and the dispatching directions.
	 
	 	3.3.2	 	To work out the field operation regulations in full compliance with the power system
regulations and rules of Party A, which shall be revised every four years, and to file the
aforesaid regulations with Party A.
	 
	 	3.3.3	 	According to the requirement of Sanming Local Dispatching Agency, to provide
proposals concerning the equipment overhaul plans for the Power Plant, to implement the
approved overhaul plans, and organize the overhaul and maintenance work for the
equipments.
	 
	 	3.3.4	 	To timely carry out technological improvements or parameter adjustments for the
equipments according to the needs, and file such improvements or adjustments with Party A
(in case of involving grid safety, the approval from Party A must be procured).
	 
	 	3.3.5	 	To take measures to prevent accidents that may affect the operation safety of the
electric power system, to cooperate with Party A for the periodic special and professional
safety inspections relating to the grid safety, and implement the




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	 	 	 	precaution measures proposed during the inspections; in case of any specific
counter-accident measures or other requirements for the electric power system safety
issued by Sanming Local Dispatching Agency, to implement and maintain the operations
according to such requirements; to file relevant documents of safety measures to
Sanming Local Dispatching Agency; and to participate in the joint counter-accident
rehearsal organized by Sanming Local Dispatching Agency.






	 	3.3.6	 	In case of the occurrence of any material defects or hidden dangers of the material
equipments of the Power Plant, to settle it in a timely fashion according to the electric
power industry standards and Dispatching Regulations, and report the actual conditions to
Sanming Local Dispatching Agency; in addition, to notify Sanming Local Dispatching Agency
the settlement result upon the completion of such settlement.
	 
	 	3.3.7	 	To operate in accordance with the daily dispatching plan issued by Sanming Local
Dispatching Agency, modulate the frequency and regulate the voltage according to the
dispatching direction of Sanming Local Dispatching Agency, participate in the frequency
modulation, voltage regulation of the power grid and undertake the basic reserve power
volume of the power grid and other basic auxiliary services of the power grid.
	 
	 	3.3.8	 	To provide Sanming Local Dispatching Agency with the operating conditions of the
equipments of the Power Plant and the production information including the water
resources, statements and etc. timely and accurately in accordance with requirements
indicated in documents issued by Sanming Local Dispatching Agency on the basis of the
stipulations provided in Article 3.1 hereof, and ensure the accuracy of the information
provided.
	 
	 	3.3.9	 	To provide a full cooperation and support for the accidents investigations and
analysis in which Party A participates.
	 
	 	3.3.10	 	Within the valid term of this Agreement, in the event that Party A needs to add
facilities and equipments within the Power Plant or counter-accident measures and
technological improvements, etc. due to the requirements of the safe and




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	 	 	 	stable operation of the power grid or other requirements to the Power Plant, to take
charge of the implementation and operation maintenance and bear the corresponding fees
and costs in accordance with the requirement advanced by Sanming Local Dispatching
Agency.






	 	3.3.11	 	To participate in the professional conferences, counter-accident rehearsal and
technology training organized by Sanming Local Dispatching Agency; and to accept the
centralized management and supervision in respect of the professional technology, such as
operation dispatching, system stability, relay protection, communication, automatization,
reservoir dispatching and etc.
	 
	 	3.3.12	 	To provide training services for the field professional technology to the on-duty staff
for the dispatching operation of Party A.





CHAPTER IV CONDITIONS FOR GRID CONNECTION





	4.1	 	The primary and secondary equipments of Party B shall conform to the national standards, the
electric power industry standards and other relevant regulations (refer to the
counter-accident measures to prevent occurrence of the equipment flashover, electric
mis-operation and malfunction or missing operation of relay protection and automatic safety
devices, etc.), the equipment setting values have been set as required by the dispatching
range division with all conditions available for being connected to the power grid of Party A
and accepting the unified dispatching by Sanming Local Dispatching Agency.






	4.2	 	The relay protection and automatic safety devices (including the excitation system and speed
governor system) of the Power Plant shall conform to the national standards, the electric
power industry standards and other relevant regulations.




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	4.3	 	The dispatching automatization facilities of the Power Plant, including the computer
monitoring system, power output metering devices and etc., shall conform to the national
standards, the electric power industry standards and other relevant regulations.






	4.4	 	The power dispatching communication facilities of the Power Plant shall conform to the
national standards, the electric power industry standards and other relevant regulations.






	4.5	 	The electricity energy metering devices of the Power Plant shall be configured according to
the Technical Administration Code of Electric Power Metering Devices (DL / T448-2000) and the
Power Purchase Contract, and pass the testing and acceptance jointly organized by both
Parties.






	4.6	 	According to 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 of the State Economic and Trade Commission) and relevant regulations, the secondary
system of the Power Plant have already carried out the safety precaution measures, which have
been approved by Sanming Local Dispatching Agency and available for operation.






	4.7	 	All operation and overhaul regulations for the Power Plant have been formulated and relevant
management regulations are complete.






	4.8	 	The names and serial numbers for the equipments of the Power Plant shall be indicated in
eye-catching places of the corresponding electric equipments in accordance with the names and
serial numbers released by Sanming Local Dispatching Agency.




14









 












	4.9	 	The on-duty operator of the Power Plant with the authority to take dispatching directions
shall, pursuant to the provisions of the Administration Regulations on the Dispatching of
Power Grids and other relevant regulations, receive the training organized by the Provincial
Dispatching or Local Dispatching, and procure relevant qualification certificates for the
positions.






	4.10	 	The primary and secondary equipments of Party B being operated in conjunction with the system
of Party A shall conform to the national standards, the electric power industry standards and
other relevant regulations.






	4.11	 	Both Parties have worked out relevant counter-accident measures against possible Emergencies
after the grid connection of the Power Plant, and such measures shall be filed with Sanming
Local Dispatching Agency.






	4.12	 	After the issuance of the rectification opinion letter, Sanming Local Dispatching Agency is
entitled to refuse the production of the generator units for operation, which could not reach
the conditions for independent operation in safety and the requirements of the dispatching
communication and power grid automatization.





CHAPTER V GRID CONNECTION APPLICATION AND ACCEPTANCE




(OMITTED)




15









 





CHAPTER VI GRID CONNECTION AND DISPATCHING DURING THE

COMMISSIONING PERIOD




(OMITTED)




CHAPTER VII OPERATION UNDER DISPATCHING





	7.1	 	During the operation period, the on-duty operators of the Power Plant shall strictly follow
the dispatching directions given by the on-duty dispatchers of Sanming Local Dispatching
Agency.






	 	7.1.1	 	The Power Plant must implement the dispatching directions released by the Sanming
Local Dispatching Agency in a prompt and accurate manner, and shall not refuse or delay
such implementation with any excuse. In case that the implementation of the dispatching
direction may endanger the personnel or equipments, the on-duty operators of the Power
Plant shall immediately report to the on-duty dispatchers of Sanming Local Dispatching
Agency with the reasons, and the on-duty dispatchers of Sanming Local Dispatching Agency
shall be entitled to determine whether to continue such implementation or not.
	 
	 	7.1.2	 	As for those equipments within the scope of direct dispatching by Sanming Local
Dispatching Agency, the Power Plant must strictly follow the relevant operation rules of
dispatching and carry out operations according to the dispatching directions, and take the
responsibility for the accuracy and timeliness of the dispatching direction
implementation; shall accurately report the field conditions and answer the inquiries from
the on-duty dispatchers of Sanming Local Dispatching Agency. The on-duty staff of the
Power Plant shall not operate the above-mentioned equipments without any dispatching
direction. Only in case of any conditions endangering the safety of the personnel and
equipments according to the field regulations, the on-duty staff may settle it in advance
according to relevant regulations, and shall report to the dispatcher of Sanming Local
Dispatching Agency after the completion of such settlement.




16









 












	 	7.1.3	 	As for those equipments within the permitted range of Sanming Local Dispatching
Agency, the on-duty operators of the Power Plant shall make a report to the on-duty
dispatchers of Sanming Local Dispatching Agency prior to the operations, and operates such
equipments upon the procurement of the approval according to the Dispatching Regulations
and the field operation regulations of the Power Plant.
	 
	 	7.1.4	 	The Power Plant shall ensure the attendance of certain staff with the authority to
take the dispatching directions in central control room at any time applicable for the
communication with the on-duty dispatcher of Sanming Local Dispatching Agency, and the
receiving of the dispatching directions released by Sanming Local Dispatching Agency.






	7.2	 	Sanming Local Dispatching Agency shall reasonably arrange the Daily Generation Dispatching
Plan Curve of the Power Plant according to the daily generation dispatching plan curve of
Shaxi water valley released by the Provincial Dispatching. During the normal operation, the
on-duty dispatcher of Sanming Local Dispatching Agency is entitled to make appropriate
adjustment to the Daily Generation Dispatching Plan Curve according to the actual operation
conditions, and such adjustment shall be notified to the on-duty operators of the Power Plant
five (5) minutes in advance.






	7.3	 	In case of any abnormal condition for the operation of the equipments of the Power Plant, the
Power Plant may, according to the regulations of the Dispatching Regulations, submit the
overhaul application to Sanming Local Dispatching Agency in advance. Sanming Local Dispatching
Agency may, according to the stipulations of the Dispatching Regulations and the actual
conditions of the power grid, approve such overhaul application in advance upon going through
relevant provided procedures and adjust the corresponding plans accordingly. In the event that
the equipments need emergent outage, Sanming Local Dispatching shall make timely response
considering the actual conditions. The Power Plant shall implement






17











 






	 	 	according to the final approval of Sanming Local Dispatching Agency,
and in case of any requirements of the grid operation, Sanming Local Dispatching
Agency cannot arrange the applied overhaul promptly, both Parties shall make a
consultation for accident precaution measures and accident settlement procedures in
accordance with the provisions of the Dispatching Regulations.
	 
	7.4	 	Sanming Local Dispatching Agency shall, on the principle that the generator units on the same
grid, of the same type, with the same technical conditions and the same water valley, shall be
modulated to a basically same extent, with the consideration of the power grid structure, the
requirement of the power grid operation, and the electric technical conditions of the Power
Plant, arrange the Power Plant to be involved in the peak regulation, frequency modulation,
voltage regulation and reserve operation of the electric power system in a safe, high quality
and economic manner.






	 	7.4.1	 	Peak Regulation
	 
	 	 	 	The Power Plant shall participate in the peak regulation of the electric power system
in accordance with relevant national regulation, standards and the capacity of the
generator units. The amplitude of such peak regulation shall reach the relevant
national regulations and standards.
	 
	 	7.4.2	 	Frequency Modulation






	 	(1)	 	Sanming Local Dispatching Agency may arrange the Power Plant to be
the frequency modulation plant for the power grid of the local district in
accordance with the actual conditions of the power grid in Sanming district, and
the Power Plant must carry out the frequency modulation according to the
dispatching directions and maintain the power frequency being within the provided
range in the Dispatching Regulations.
	 
	 	(2)	 	The Power Plant shall participate in the frequency modulation work
of the electric power system pursuant to the requirements of the Dispatching
Regulations, and fulfill corresponding obligations.
	 
	 	(3)	 	Upon the on-grid connection of the generator units, the automatic speed 




18









 






	 	 	 	governor system of the Power Plant must be put into operation; in case of
any occurrence of the failure or abnormal conditions to the automatic speed
governor system of the Power Plant, the staff of the Power Plant shall notice
Sanming Local Dispatching Agency immediately and resolve such defaults as soon as
possible.






	 	7.4.3	 	Voltage Regulation






	 	(1)	 	The voltage of the 110kv busbar of the Power Plant shall be the
examination point for the voltage of the power grid, which shall be operated
within the upper and lower limits of the voltage curve in the monthly plan
released by Sanming Local Dispatching Agency to ensure the monthly qualification
rate of the voltage of the examination point being 100%.
	 
	 	(2)	 	In the event that during the operation, the generator units lose
the reactive regulation capability (or reach the operational limit), or the
voltage of the examination point deviates from the qualification range of
voltage, the Power Plant shall notice Sanming Local Dispatching Agency
immediately, and the dispatcher of Sanming Local Dispatching Agency shall take
corresponding measures to control the voltage at the examination point being
within the qualification range. In case of any requirements for the reactive
optimization of the power grid of Sanming district, the Power Plant shall carry
out the regulations pursuant to the reactive load released by Sanming Local
Dispatching Agency provided that the voltage at the examination point of the
Power Point could be ensured to be within the qualified range.






	 	7.4.4	 	Reserve Operation
	 
	 	 	 	In case of any requirement of Sanming Local Dispatching Agency, the Power Plant shall
reserve certain capacity. If the reserved capacity could not satisfy the requirement
of Sanming Local Dispatching Agency, the Power Plant shall report to the on-duty
dispatcher of Sanming Local Dispatching Agency immediately.




19









 












	 	7.4.5	 	After the on-grid operation of the generators, unless the Power Plant’s Staff take
rectification measures according to the dispatching direction of Sanming Local Dispatching
Agency, the automatic excitation system of the Power Plant must be put into operation; in
case of any failure or default to the automatic excitation system of the Power Plant, the
staff of the Power Plant shall immediately notice Sanming Local Dispatching Agency, and
resolve the defaults as soon as possible; and if necessary, the generator could be
disconnected from the grid until such defaults get resolved.






	7.5	 	In case of any Special Operation Mode of Party A due to the equipment upgrading or
transformation which may affect the normal operation of the Power Plant, Sanming Local
Dispatching Agency shall notify the Power Plant of relevant plans two (2) days in advance and
implement the plan determined through consultation.
	 
	7.6	 	In case of any Special Operation Mode of Party B due to the equipment upgrading or
transformation which may affect the normal operation of the power grid, Party B shall notify
Sanming Local Dispatching Agency of relevant amended plans seven (7) days in advance.
	 
	7.7	 	Sanming Local Dispatching Agency shall organize the grid and plants joint meeting with the
on-grid power plants once a year, in which Party B shall be invited to participate, for the
analysis of the operation conditions of the power grid, anticipation of the system tendency,
presentation of the implementations of relevant technical measures for power grid safety, and
the consultation for the settlement of major issues concerning the operation of the electric
power system. Party B shall participate in such joint meetings, and report the operation
conditions of the Power Plant and the implementations of relevant technical measures for the
safety of the Power Plant.
	 
	7.8	 	Both Parties shall exchange the name lists of the on-duty staff in written form and 




20









 






	 	 	notify any alteration thereof promptly.






	7.9	 	The Power Plant shall keep the daily field operation records, recording the actual power
produced every hour, the operation conditions of all equipment, and any abnormal condition
occurred during the period of planned or unplanned power cut and overhaul, the date and time
for each record shall be clearly indicated in the
recording book, and such materials shall be provided in time if required by Sanming Local
Dispatching Agency. The operation records of the Power Plant shall be kept for record
according to the requirements for files management.
	 
	7.10	 	The electric power output metering devices of the Power Plant shall be normally put into
operation, and the tele-transmission of the data recorded in the electric power output
metering devices of the Power Plant to the electric power output metering system of Party A
could be realized; and Sanming Local Dispatching Agency shall considered the power output data
collected by the electric power output metering system as the reference for the statistics and
power output settlement. In case of any default to the electric power output metering devices
of the Power Plant, such condition shall be reported to Party A and the withdrawal application
for such default shall be submitted as well. In addition, the Power Plant shall resolve the
default as soon as possible.





CHAPTER VIII EQUIPMENT OVERHAUL AND MAINTENANCE





	8.1	 	The annual overhaul plan of the Power Plant shall be submitted according to the relevant
regulations of Sanming Local Dispatching Agency, which shall be reported to Sanming Local
Dispatching Agency through email before the 15th day of October in each year. Upon
the examination and approval of Sanming Local Dispatching Agency, the annual overhaul plans
for the equipments within the dispatching area of




21









 






	 	 	Local Dispatching shall be released. The
Power Plant shall carry out the preliminary work for the equipment overhaul to ensure the
completion of the equipment overhaul plan on schedule.






	8.2	 	The Power Plant shall submit the overhaul plan for the next month to Sanming Local
Dispatching Agency through email before the 20th day of each month according to the
regulations of Dispatching Regulations. In addition, after the arrangement, Sanming Local
Dispatching Agency shall formulate the monthly dispatching plan in light of the released
annual overhaul plan and the monthly overhaul plan and the actual operation conditions of
the power grid provided by the Power Plant.
	 
	8.3	 	The Power Plant shall arrange the planned overhaul of the equipment according to the schedule
of the monthly dispatching plan. The Power Plant shall file an application to Sanming Local
Dispatching Agency for any planned equipment overhaul in accordance with the stipulations of
the Dispatching Regulations and Sanming Local Dispatching Agency shall reply to such
application within the time limit provided in the Dispatching Regulations.
	 
	8.4	 	In case of the requirement of any material testing project after the general overhaul or
technological improvement to the equipments of the Power Plant, the Power Plant shall provide
Sanming Local Dispatching Agency with the testing plan not less than five (5) days in advance,
including the equipment parameters, testing projects and testing procedures, and submit the
testing start-up application in advance according to the Dispatching Regulations.
	 
	8.5	 	In case of the requirement of Unplanned Outage or derated output due to the default of the
equipments, the Power Plant shall submit the application to Sanming Local Dispatching Agency
in advance according to the Dispatching Regulations (excluding urgent accidents). After the
approval of such application, Sanming Local Dispatching 




22









 






	 	 	Agency shall amend the dispatching
plan and arrange the equipment outage or derated output.






	8.6	 	In case of any repeated outage of the main equipments for power transmission and
transformation (including the lines, switch, busbar and main transformer) due to the reason of
the Power Plant itself, Sanming Local Dispatching Agency shall carry out
the annual examination for repeated outage.





CHAPTER IX POWER GENERATION PLAN





	9.1	 	The Power Plant shall strictly abide by the Daily Generation Dispatching Plan Curve
(including the curve which is amended by the on-duty dispatcher temporarily) and the
dispatching directions released by Sanming Local Dispatching Agency, and modulate the active
and reactive outputs of the generator units in a timely fashion and arrange the production
operation of the Power Plant.
	 
	9.2	 	Under normal conditions, Sanming Local Dispatching Agency shall arrange the generation plan
of the Power Plan for the next day according to the generation dispatching plan curve for the
next day of Shaxi water valley released by the Provincial Dispatching and the conditions of
the power grid in relation to the safety restrictions and generation output balance.
	 
	9.3	 	In case of any deviation of the water from the upper reaches from the arrangement of the
daily generation plan, the Power Plant shall submit the application for the amendment to the
daily generation plan more than two hours in advance to Sanming Local Dispatching Agency and
implement the amended curve upon the approval of such application.




23









 












	9.4	 	In case of any outage or urgent derated output due to the default, the Power Plant shall
notify Sanming Local Dispatching Agency the outage and the derated capacity as soon as
possible; if such outage or derated output could not recover immediately, application shall be
made up as soon as possible and Sanming Local Dispatching Agency may amend the generation plan
accordingly.





CHAPTER X RESERVOIR DISPATCHING





	10.1	 	Reservoir Flood Dispatching






	 	10.1.1	 	The Power Plant shall copy the flood dispatching scheme of the Power Plant, which shall
be submitted at the end of March in each year, to Sanming Local Dispatching Agency, then
shall submit the approved flood dispatching scheme, flood control plan measures, pre-plan
for the control of the flood exceeding the standard to Sanming Local Dispatching Agency
for record and filing within ten (10) days commencing from the arrival of such documents.
Sanming Local Dispatching Agency carries out the reservoir generation dispatching in
accordance with the reservoir flood control dispatching scheme released by the people’s
government.
	 
	 	10.1.2	 	The Power Plant shall make the analysis for the flood dispatching within one (1) week
from the leaving of the flood, and copy it to Sanming Local Dispatching Agency when such
analysis is submitted to relevant authorities.
	 
	 	10.1.3	 	The Power Plant shall complete the summary of the annual flood control work within one
(1) month after the completion of the flood control, and copy it to Sanming Local
Dispatching Agency when such summary is submitted to relevant authorities.
	 
	 	10.1.4	 	In case of any changes to the anticipated water volume entering into the reservoir, the
Power Plant shall report to Sanming Local Dispatching Agency in advance 




24









 






	 	 	 	for a timely
adjustment of the loading in order to improve the utilization rate of the water energy.






	10.2	 	The Reservoir Dispatching Plan, Statement and Summary






	 	10.2.1	 	The Reservoir Generation Dispatching Plan






	 	10.2.1.1	 	The Reservoir Daily Generation Plan.
	 
	 	 	 	Before 9:00 of the normal working day, the Power Plant shall submit the
anticipated average water volume entering into the reservoir, anticipated
generation output and the output of the hydropower station available for
dispatching for the next day to Sanming Local Dispatching Agency (and in case
of holidays and vacations, such applications for the next three or ten days
shall be submitted).
	 
	 	10.2.1.2	 	The Reservoir Monthly Generation Plan
	 
	 	 	 	The Power Plant shall submit the generation plan recommendation for the next
month to Sanming Local Dispatching Agency and relevant authorities before the
20th day of each month.
	 
	 	10.2.1.3	 	The Reservoir Annual Generation Plan
	 
	 	 	 	The Power Plant shall submit the control and utilization recommendation of the
reservoir for the next year to Sanming Local Dispatching Agency and relevant
authorities before the end of October in each year, the main content of which
shall include monthly water volume, generation output, controlled water level
at the end of each month and other requirements of the departments utilizing
the water.






	 	10.2.2	 	The Monthly Reservoir Dispatching Statement
	 
	 	 	 	The Power Plant shall fill out the monthly water and electric power dispatching
statements (in accordance with the standard form provided by Sanming Local Dispatching
Agency and relevant authorities) prior to the third day of each month 




25









 






	 	 	 	and send it to
the dispatching and communication center and Sanming Local Dispatching Agency through
email, and send the originals by mail.






	 	10.2.3	 	Relevant Summary for the Reservoir Dispatching






	 	10.2.3.1	 	The Power Plant shall submit the annual summary for the operation of water
automatic monitoring and reporting system to Sanming Local Dispatching Agency before
the 10th of October in each year.
	 
	 	10.2.3.2	 	The Power Plant shall submit the annual reservoir dispatching summary and the
operation summary for the water dispatching automatization system of the sub-centre of
the Power Plant of the last year to Sanming Local Dispatching Agency before the
10th of January in each year.






	10.3	 	The Water Automatic Monitoring and Reporting System and Water Dispatching Automatization
System






	 	10.3.1	 	In case of any default to the water automatic monitoring and reporting system of the
Power Plant and the water dispatching automatization system of the sub-centre of the
Power Plant, the Power Plant shall recover such system in time and report to Sanming
Local Dispatching Agency, in order to provide services for the improvement of the Power
Plant’s economy operation level and the assurance of the flood control for the up and
down stream safety of the reservoir through collecting the real-time water and rain
conditions of the water valley of the reservoir.
	 
	 	10.3.2	 	In the event that the overhaul or equipment maintenance of the water automatic
monitoring and reporting system of the Power Plant and the water dispatching
automatization system of the sub-centre of the Power Plant might cause the outage of the
monitoring and reporting system, such overhaul or equipment maintenance shall be approved
by Sanming Local Dispatching Agency.
	 
	 	10.3.3	 	The transformation and upgrading scheme of the water automatic monitoring and reporting
system of the Power Plant and the water dispatching automatization system of the
sub-centre of the Power Plant must be submitted 




26









 






	 	 	 	to the Provincial Dispatching or Sanming Local Dispatching Agency for examination.






	10.4	 	The Liability Affirmation for Breach of Reservoir Dispatching
	 
	 	 	In case of the occurrence of any of the following events, Party B shall assume the
liability of breach in accordance with the provisions of Chapter 16 to Party A:






	 	(1)	 	The outage which has not been reported to Sanming Local Dispatching Agency in
time, due to the occurrence of overhaul or equipment maintenance of the water
automatic monitoring and reporting system of the Power Plant and the water dispatching
automatization system of the sub-centre of the Power Plant, causes mistaken
dispatching of Sanming Local Dispatching Agency;
	 
	 	(2)	 	The Power Plant has not in time filled out and reported the water and
electric power dispatching monthly statement twice within one year;
	 
	 	(3)	 	Any transformation or upgrading scheme of the water automatic monitoring and
reporting system of the Power Plant and the water dispatching automatization system of
the sub-centre of the Power Plant has been carried out without the examination and
approval of the Provincial Dispatching and Sanming Local Dispatching Agency.





CHAPTER XI RELAY PROTECTION AND AUTOMATIC SAFETY DEVICES





	11.1	 	Party A shall strictly abide by the regulations and rules concerning the design, operation
and management of relay protection and automatic safety devices, take charge of the setting
calculation and operation of the relay protection and automatic safety devices within the
range of its dispatching, and make analysis and valuation for the equipment running conditions
for such devices. The setting values for the 




27









 






	 	 	relay protection and automatic safety devices of
the Power Plant within the range under the dispatching of Sanming Local Dispatching Agency
shall be released by Sanming Local Dispatching Agency, and setting values of other relay
protection and automatic safety devices of the Power Plant could be calculated and set by the
Power Plant itself, which shall be filed with Sanming Local Dispatching Agency, however, the
setting values for the boundaries shall be examined and approved by Sanming Local Dispatching
Agency.






	11.2	 	Party B shall strictly abide by the regulations and rules concerning the design, operation
and management of relay protection and automatic safety devices and counter-accident measures
of the relay protection, the regulation of Sanming Local Dispatching Agency for the assurance
of the safe operation of the power grid, and take charge of operation management of relay
protection and automatic safety devices under the dispatching of Sanming Local Dispatching
Agency, and conform to the following requirements:






	 	(1)	 	The calculation of the setting value of the relay protection and automatic
safety devices under the ownership of the Power Plant and dispatching of Sanming Local
Dispatching Agency shall be carried out by the qualified unit and personnel appointed
by the Power Plant, and Party B shall be responsible for the correctness and
completeness of the setting values, the letter of which shall be examined by Sanming
Local Dispatching Agency.
	 
	 	(2)	 	Party B shall take responsibility for the field setting of the value, the
operation maintenance of the relay protection and automatic safety devices under the
ownership of the Power Plant, make the corresponding devices running analysis and
valuation and ensure the correctness and completeness of such analysis and valuation.
	 
	 	(3)	 	Upon the running of the relay protection and automatic safety devices of the
Power Plant, Party B shall notice the on-duty dispatcher of Sanming Local Dispatching
Agency immediately, make analysis and settlement according to the regulations, the
relevant materials of which will be submitted to Sanming Local 




28









 






	 	 	 	Dispatching Agency as required.






	 	(4)	 	In case of any missing running of or defect to the relay protection and
automatic safety devices of the Power Plant, Party B shall immediately report to the
on-duty dispatcher of Sanming Local Dispatching Agency, take measures in accordance
with the regulations, make analysis and take precaution measures promptly.
	 
	 	(5)	 	In case of any occurrence of the running of the relay protection and
automatic safety devices within the Power Plant in given month, Party B shall submit
the operation analysis report for the relay protection (including the line protection,
transformer protection, generators protection, busbar protection and etc.) and
automatic safety devices to the local team of Sanming Local Dispatching Agency through
email two (2) days before next month..






	11.3	 	The technology improvement scheme for any technology improvement to the relay protection and
automatic safety devices of the Power Plant’s equipment under the dispatching of Sanming Local
Dispatching Agency (including the equipment under the direct dispatching and permitted
equipment) must be examined and approved by Party A.
	 
	11.4	 	In case of any trip of the switch of the generator units or lines of Party B due to the relay
protection, the Power Plant shall submit the relevant default conditions of the equipments set
forth below to Sanming Local Dispatching Agency within twenty four (24) hours, mainly
including but not limited to:






	 	(1)	 	The equipment turning-on condition and the operation mode of the primary
equipment during the occurrence of such trip;
	 
	 	(2)	 	The signal of the visual annuciator in the supervisory control panel and the
trip condition of the breaker;
	 
	 	(3)	 	Signal of face plate for the protection devices;




29









 












	 	(4)	 	The printed report for the default of the microcomputer protection device;
	 
	 	(5)	 	The default report of the microcomputer default recorder.






	11.5	 	In order to enhance the stability of the electric power system, both Parties shall carry out
the equipment renewal and transformation.






	 	(1)	 	Both Parties shall cooperate with each other to carry out renewal and
transformation of the relay protection and automatic safety devices in order to
ensure the coordination of the equipment of each Party.
	 
	 	(2)	 	The improved equipment shall not be put into operation according to the
regulated procedures until the completion of the testing acceptance and qualification
confirmation.






	11.6	 	Both Parties shall appoint certain staff for the operation maintenance work of the relay
protection and automatic safety devices to ensure the normal operation of the relay protection
and automatic safety devices.





CHAPTER XII DISPATCHING AUTOMATIZATION





	12.1	 	Party A shall strictly abide by the regulations and rules concerning the design, operation
and management of the dispatching automatization system, take charge of the operation and
maintenance for the dispatching automatization system at the dispatching end, and conform to
the following requirements:






	 	(1)	 	To supervise the reliable operation of the dispatching automatization system,
be responsible for the monitoring of operation condition of the dispatching
automatization system and coordinate the major problems arising out of the operation.




30









 












	 	(2)	 	To facilitate the connection of automatization signals of the Power Plant
according to the design requirements.
	 
	 	(3)	 	To make a timely analysis of the reasons for the default of the dispatching
automatization system, and take relevant precaution measures.
	 
	 	(4)	 	To direct and assist Party B in the operation maintenance of the dispatching
automatization system, and cooperate with Party B in the investigations of accidents.
	 
	 	(5)	 	The computer monitoring and control system shall conform to 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 State Economic
and Trade Commission).






	12.2	 	Party B shall strictly abide by the regulations and rules concerning the design, operation
and management of the dispatching automatization system, and the relevant regulations
formulated by Sanming Local Dispatching Agency, take charge of operation and maintenance for
the dispatching automation system at the Power Plant end, and conform to the following
requirements:






	 	(1)	 	The tele-control data and the electric energy metering data of the monitoring
and control system, electric power collection and transmission measures of the Power
Plant shall be transmitted to the dispatching automation system and the electric
energy metering system of Sanming Local Dispatching Agency according to the
transmission regulations and agreements in line with the national standards or
industry standards. The electric energy metering system shall pass the testing by a
qualified testing agency approved by both Parties, so as to ensure the accuracy of
data transmission. The quantity and accuracy of the real time messages concerning the
operation equipments of the Power Plant shall satisfy the relevant regulations of the
State and the operation requirements of Sanming Local Dispatching Agency.
	 
	 	(2)	 	To make a timely analysis of the reasons for the default of the dispatching




31









 






	 	 	 	automatization system under the dispatching of Local Dispatching, and take relevant
precaution measures.






	 	(3)	 	To assist Party A in the operation maintenance of the dispatching
automatization system, and cooperate with Party A in the investigations on accidents.






	 	(4)	 	The computer monitoring and control system shall conform to 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
State Economic and Trade Commission); to assure the effective quarantine for the
computer monitoring and controlling system of the Power Plant from the information
management system and office automatization system, and the physical quarantine of the
dispatching specified data net from the comprehensive information net and outer
internet.






	12.3	 	Both Parties shall operate and maintain the automatization equipments in accordance with the
Dispatching Regulations and relevant regulations concerning the dispatching automatization
system, and shall not withdraw or shut down the equipments at random.
	 
	12.4	 	In case of any technology improvement to the equipment, which is within the range under the
dispatching control of Sanming Local Dispatching Agency (including the equipment within the
direct dispatching range and permitted equipment), dispatching automatization and electric
power communication equipment of the Power Plant, the design of such technology improvement
must pass the examination organized by Sanming Local Dispatching Agency.
	 
	12.5	 	In case of any biding for grid connection of the power generation party as required by the
national polices or governmental regulations, the Power Plant shall establish and utilize
relevant technology support system according to relevant regulations, which is ready for
effective communication with relevant system of Sanming Local 




32









 






	 	 	Dispatching Agency.






	12.6	 	Both Parties shall appoint certain staff for operation maintenance of the dispatching
automatization system to ensure the normal operation of the dispatching automatization system.
	 
	12.7	 	Party B shall establish its corresponding computer data net in light of the requirements of
the dispatching production control and production management, and connect such net with
dispatching data special net and dispatching information net respectively.





CHAPTER XIII DISPATCHING COMMUNICATION





	13.1	 	Party A shall strictly abide by the regulations and rules concerning the design, operation
and management of the dispatching communication system, take charge of the operation and
maintenance for the dispatching communication system at the dispatching end, and conform to
the following requirements:






	 	(1)	 	To supervise the reliable operation of the dispatching communication system,
be responsible for the monitoring of operation condition of the dispatching
communication system and dispatching command, and coordinate the major problems
arising out of the operation.
	 
	 	(2)	 	To take charge of the operation maintenance of the communication equipments
and communication lines at the dispatching end and assure their reliable operation.
	 
	 	(3)	 	To make a timely analysis of the reasons of the default of the dispatching
communication system, and take relevant precaution measures.




33









 












	 	(4)	 	To direct and assist Party B in the operation maintenance of the dispatching
communication system, and cooperate with Party B in the investigations on accidents.






	13.2	 	Party B shall strictly abide by the regulations and rules concerning the design, operation
and management of the dispatching communication system, take charge of the operation
maintenance for the dispatching communication system at the Power
Plant end, and conform to the following requirements:






	 	(1)	 	To take charge of the operation and maintenance of the dispatching
communication system at the Power Plant end and ensure the reliable operation.
	 
	 	(2)	 	To make a timely analysis of the reasons of the default of the dispatching
communication system, and take relevant precaution measures.
	 
	 	(3)	 	To assist Party A in the operation maintenance of the dispatching
communication system, and cooperate with Party A in the investigations on accidents.






	13.3	 	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.
	 
	13.4	 	In order to assure the reliability of the information transmission, the interconnected
transmission net of both Parties shall be equipped with two different and independent
communication transmission routes (physical media) to ensure the specified dispatching and the
transmission channel for the automatization system, relay protection and automatic safety
devices.
	 
	13.5	 	As required by the business of the power grid production, both Parties shall be equipped
accordingly with the complete connection and auxiliary facilities, etc. for 




34









 






	 	 	the systems in
relation to data exchange, dispatching and executive exchange, communication monitoring and
controlling, and other communication system.






	13.6	 	In order to ensure the influent connection of the communication net, the parameters of the
communication equipment of Party B, including the frequency requirements (which refer to the
carrier wave of the electric power lines and wireless frequencies), which is connected to the
electric power communication net of Party A, shall be approved by Party A in writing.
	 
	13.7	 	The overhaul and outage (retirement ) of the system equipment of the power plant or
hydropower station, which is connected to the provincial electric power communication
interconnection net, shall comply with the management regulation and examination and approval
procedures of Party A.
	 
	13.8	 	The interconnected units must be equipped with the corresponding staff for the daily
operation maintenance of the system equipments of the power plant or hydropower station, which
is connected to the provincial electric power communication interconnection net, in order to
ensure the twenty four (24) hours available field maintenance for any default to the
interconnected electric power lines; in addition, such staff shall strictly obey the
directions, communication net management and maintenance cooperation of Sanming Local
Dispatching Agency.
	 
	13.9	 	In case of any overhaul without going through any examination and approval procedures, or the
implementation that is not complied with the communication dispatching directions, and the
requirements of the cooperation between the net management and maintenance, which are due to
Party B’s Reason and cause mistaken operation, mistaken judgment and mistaken direction of the
communication dispatching and operation maintenance, Party B shall be responsible for the
corresponding liabilities for the aforesaid mistakes which lead to the delayed 




35









 






	 	 	settlement and overtime block of the interconnected communication net.






	13.10	 	Both Parties shall prepare a standby communication system to ensure the communication
uninterrupted in case of any Emergencies occurred to the power grid or the Power Plant.
	 
	13.11	 	Party A shall carry out the arrangement for value for the interconnection between the
provincial electric power communication net and the two communication transmission net lines
of Party B, which are of different operation modes, different wideband and different signal
contents, on the basis of the two different communication transmission routes owned by Party
B, and connect the corresponding signals to the Provincial (Local) Dispatching.
	 
	13.12	 	Both Parties shall respectively appoint staff to take charge of the operation and
maintenance of the dispatching communication system within their respective jurisdictions, and
ensure the normal operation of the dispatching communication system.





CHAPTER XIV ACCIDENT MANAGEMENT AND INVESTIGATION





	14.1	 	Sanming Local Dispatching Agency and the Power Plant shall, within their respective
jurisdictions and in accordance with relevant regulations of the Dispatching Regulations and
the Power Plant field operation regulations, handle the accidents in a correct and prompt
manner and inform each other of the settlement situation immediately.




36









 












	14.2	 	The accidents occurred to the equipments within the dispatching jurisdiction of Sanming Local
Dispatching Agency shall be handled strictly in accordance with the directions of the on-duty
dispatchers of Sanming Local Dispatching Agency (excluding the conditions that can be handled
without dispatching directions as clearly specified in the field regulations).
	 
	14.3	 	Upon the occurrence of the equipment trip, derated output of the generator units or
other abnormal condition or accident to any equipments within the dispatching jurisdiction,
the Power Plant shall strictly abide by the provisions of the Dispatching Regulations to
make clear the reasons of such abnormality or accidental trip, and report the actual
conditions accurately, obey the directions of Sanming Local Dispatching Agency, and resolve
the default of the equipments.
	 
	14.4	 	In case of any switch trip to generator units or lines in the Power Plant, the staff of the
Power Plant shall report to Sanming Local Dispatching Agency by phone with the relevant
conditions of the Power Plant in relation to the equipment default set forth below, including
but not limited to:






	 	(1)	 	The occurrence of the trip of the breaker;
	 
	 	(2)	 	The status of the breaker (close or open);
	 
	 	(3)	 	The duration for the trip;
	 
	 	(4)	 	Any information that may be helpful for judging the reasons for such breaker
trip;
	 
	 	(5)	 	The times of the breaker trip for default;
	 
	 	(6)	 	The output recording of the default recorder.






	 	 	The staff of Power Plant shall report the conditions provided in the aforesaid Items (1),
(2) and (3) immediately, and the information concerning the Items (4), (5) and (6) could be
reported upon the completion of the preparation work of the field as soon as 




37









 






	 	 	possible. In
case of any abnormality to the tele-transmission capability of the default recorder, the
information of Item (6) shall be provided to Sanming Dispatching Agency within twenty four
(24) hours.






	14.5	 	Sanming Local Dispatching Agency shall, according to the Guides on Safety and Stability for
Power System (DL 755-2001), the Dispatching Regulations and other relevant regulations, and
considering the grid structure, the operation characteristics
and the specific conditions of the Power Plant, formulate principles for accident
management and specific counter-accident measures, and advance specified requirements on
the requisite measures which shall be taken by the Power Plant.






	 	14.5.1	 	In case of any Emergencies that threaten the security of the power grid, the on-duty
dispatchers of Sanming Local Dispatching Agency could take necessary measures to ensure
and restore the safe operation of the power grid, including the adjustment of the power
generation output of the Power Plant, the releasing of the generator on-off direction, and
the Disconnection of the Power Plant, etc.
	 
	 	14.5.2	 	In case that the Power Plant or any of the units has to be disconnected, Sanming Local
Dispatching Agency shall, after the termination or remedy of the Emergencies, restore the
connection and operation of the Power Plant or the unit.
	 
	 	14.5.3	 	Sanming Local Dispatching Agency shall explain to Party B the reasons for disconnecting
the Power Plant or the units after the accident.






	14.6	 	The generation curve of the Power Plan (reactive and active), the voltage value of the
voltage examination point and the system frequency curve or the power value of the connection
line shall be determined in accordance with the data collected by the dispatching
automatization system of Sanming Local Dispatching Agency. In case of any different opinion to
the data collected by the dispatching automatization system of Sanming Local Dispatching
Agency, evidences shall be provided in time and relevant testing and confirmation shall be
jointly carried out by both Parties.




38









 












	14.7	 	The Party or both Parties suffering from accident(s) shall carry out accident investigation
according to the Codes of Investigation for Electric Power Production Accidents. The
conclusions of the investigation shall include: causes of accident, responsible party for the
accident and the liabilities, and the counter-accident measures to prevent similar accidents.
The responsible party for the accident shall assume the liabilities according to the
investigation conclusion, and implement the counter-accident measures in time.






	 
	 	14.7.1	 	During the grid accident investigation and analysis carried out by Party A, Party B
shall be invited to participate when it is involved. Party B shall provide support to the
work of Party A and cooperation in the field investigation, and provide accident analysis
materials such as the fault recording diagrams, the operation conditions during accident
and relevant data, etc.
	 
	 	14.7.2	 	During the investigation and analysis for the accident occurred to the Power Plant
carried out by Party B, Party A shall be invited to participate when it is involved. Party
A shall provide support to the work of Party B and cooperation in the field investigation,
and provide accident analysis materials such as fault recording diagram, the operating
conditions during the accident and relevant data, etc.
	 
	 	14.7.3	 	As for the accidents to the grid and the Power Plant involving both Parties, if both
Parties cannot reach agreement within a short period of time concerning the cause of such
accident, a special investigation panel shall be set up according to relevant regulations
of the State to carry out the investigations.
	 
	 	14.7.4	 	The investigation report of any Party shall be published, which shall cover the cause of
the accident, settlement procedures of the accident, responsible party for the accident
and the corresponding liabilities, the rectification scheme and accident precaution
measures, etc.
	 
	 	14.7.5	 	The responsible party for the accident shall timely correct the default and implement
the rectification scheme and accident precaution measures. In case the other Party is
involved in such rectification scheme and accident precaution measures, the consent of the
other Party shall be obtained.






39











 





CHAPTER XV FORCE MAJEURE





	15.1	 	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.
	 
	 	(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.






	15.2	 	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).
	 
	15.3	 	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




40









 






	 	 	shall immediately consult with each other to formulate and implement a remedy plan and reasonable
alternative measures to minimize 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.






	15.4	 	In the event that the Force Majeure has prevented a Party from performing its obligations
under this Agreement for a continuous period of over sixty (60) 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 Agreement or
the termination of this Agreement within ninety (90) 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 XVI LIABILITIES FOR BREACH OF AGREEMENT





	16.1	 	Either Party’s violation of the provisions of this Agreement shall be deemed as a breach of
agreement, and the other Party shall be entitled to require the breaching Party to assume the
liabilities for breach of agreement.






	16.2	 	Party A, in case of any of the following breach of contract, shall assume the liabilities for
breach of contract to Party B in the manner provided in Clause 16.3 hereof:






	 	(1)	 	Failure to perform the obligations provided in Chapter III, which has caused
direct economic losses to Party B.




41









 






	 	(2)	 	Violation of the Dispatching Regulations, which has caused direct economic
losses to Party B.
	 
	 	(3)	 	Requirement released for the operation of the Power Plant (units) beyond its
operation capacity, which has caused direct economic losses to Party B.
	 
	 	(4)	 	Default setting to or default controlling of the primary and secondary
equipments of the power grid due to Party A’s Reason, which has caused direct economic
losses to Party B.
	 
	 	(5)	 	Default to the relay protection and automatic safety devices, dispatching
automatization system and dispatching communication system caused by Party A’s Reason,
which has caused direct economic losses to Party B.






	16.3	 	For each breach of agreement, Party A shall assume the liabilities for breach of agreement by
the following methods:






	 	(1)	 	Party A shall pay the electric power output of 5,000 kwh in a lump to Party B
as compensation for its breach.
	 
	 	(2)	 	In case of any direct economic loss of Party B which cannot be fully
compensated by electric power output paid in a lump provided in Item (1) hereof, the
electric power output converted from the direct expenses and costs of Party B for
repairing the equipments and restoring the normal operations shall be supplied by
Party A (the conversion shall be conducted in accordance with the on-grid tariff).






	16.4	 	Party B, in case of any of the following breaches of agreement, shall assume the liabilities
for breach of agreement to Party A in the methods provided in 16.5:






	 	(1)	 	Failure to perform the obligations provided in Chapter III, which has caused
direct economic losses to Party A.
	 
	 	(2)	 	Abnormity or default to the primary and secondary equipments of the Power




42









 






	 	 	 	Plant related to the grid operation due to Party B’s Reason, which has caused direct
economic losses to Party A or any third party.
	 
	 	(3)	 	Violation of the relevant overhaul management regulations provided in the
Dispatching Regulations;
	 
	 	(4)	 	Alteration to the maintenance duration due to Party B’s Reason, which has
caused direct economic losses to Party A.
	 
	 	(5)	 	Failure to report to Sanming Local Dispatching Agency the actual conditions
of the equipments of the Power Plant (such as generators, turbines, boilers and
electric equipments) and relevant facilities accurately.
	 
	 	(6)	 	Violation of the relevant dispatching operation management regulations
provided in the Dispatching Regulations, which threatens the safety and stable
operation of the power grid.
	 
	 	(7)	 	Default or incorrect running of the relay protection and automatic safety
devices caused by Party B’s Reason, which has resulted in accidents or enlargement of
accidents, and has caused direct economic losses to Party A.
	 
	 	(8)	 	Default to the power dispatching automatization system of the Power Plant
caused by Party B’s Reason, which has resulted in accidents or enlargement of
accidents, and has caused direct economic losses to Party A.
	 
	 	(9)	 	Default to the dispatching communication system of the Power Plant caused by
Party B’s Reason, which has resulted in accidents or enlargement of accidents, and has
caused direct economic losses to Party A.
	 
	 	(10)	 	Violation of the reservoir dispatching provisions provided in Article 10.4
hereof.






	16.5	 	In case of breach of agreement, Party B shall assume the liabilities in accordance with the
following methods:






	 	16.5.1	 	For each breach of agreement provided from Item (1) to Item (10) of Article 16.4,




43









 






	 	 	 	Party B shall assume the liabilities for such breach by the following methods:






	 	(1)	 	Party B shall pay the electric power output of 5,000 kwh in
a lump to Party A as compensation for its breach.
	 
	 	(2)	 	In case of any direct economic loss of Party A which cannot be
fully compensated by electric power output paid in a lump provided in Item (1)
hereof, the electric power output converted from the direct expenses and costs of
Party A for repairing the equipments and restoring the normal operations shall be
supplied by Party B (the conversion shall be conducted in accordance with the
on-grid tariff); in case of any economic loss to any third party, compensation
shall be paid by Party B.






	16.6	 	In case of any of the following serious breaches of agreement of Party B, Party A may take
enforcement measures to the extent of disconnecting the Power Plant (units), and Party B has
no right to claim for compensations from Party A for any loss caused by such Disconnection.






	 	(1)	 	The Power Plant arbitrarily starts up for grid connection or shuts down for
Disconnection without being approved by Sanming Local Dispatching Agency.
	 
	 	(2)	 	In case of Emergencies, the Power Plant violates the provisions of Article
7.1.1.
	 
	 	(3)	 	In case of Emergencies, the Power Plant fails to report to Sanming Local
Dispatching Agency the actual conditions of the equipments of the Power Plant (such as
generators, electric equipments and etc.) and relevant facilities accurately.






	16.7	 	Unless otherwise provided in this Agreement, in case of any breach of agreement, the
non-defaulting Party shall immediately notify the defaulting Party to stop the breach, and
shall furnish a written notice as quickly as possible to the breaching Party, requiring it to
correct the breach of agreement and assume the liabilities arising




44









 






	 	 	therefrom pursuant to the provisions of this Agreement.






	16.8	 	The breaching Party shall immediately take measures to correct, and confirm its breach of
agreement and assume the liabilities arising therefrom pursuant to the provisions of
this Agreement.






	 	(1)	 	The electric power output for the breach of agreement paid in a lump shall be
paid, upon the confirmation of such breach, at the settlement for the monthly electric
power output of the Power Plant.
	 
	 	(2)	 	The electric power output, corresponding to the balance between the electric
power output for the breach of agreement paid in a lump and the direct economic
losses, shall be paid, upon the confirmation of such losses, at the settlement for the
monthly electric power output of the Power Plant.






	16.9	 	In the event that either Party explicitly expresses or indicates by its own actions that it
will not perform its obligations hereunder prior to the expiration of the performance duration
specified herein, the other Party may require it to assume the liabilities for breach of
agreement.





CHAPTER XVII EFFECTIVENESS AND VALID TERM





	17.1	 	This Agreement shall come into effect upon being signed by the legal representatives or
authorized representatives of both Parties and affixed with their official stamps. The valid
term of this Agreement shall be two (2) years commencing from the effectiveness date.
	 
	17.2	 	Within two (2) months before the expiration of this Agreement, both Parties shall




45









 






	 	 	negotiate with each other about the renewal of this Agreement. In case of no objection, this
Agreement shall be extended automatically with the valid term of one year each time.





CHAPTER XVIII MODIFICATION, ASSIGNMENT AND TERMINATION

OF THIS AGREEMENT





	18.1	 	Any modification, amendment or supplement to this Agreement shall be conducted in written
form, with the conditions of effectiveness same as those specified in Article 17.1 hereof.
	 
	18.2	 	Both Parties explicitly express that neither Party shall be entitled to assign all or part of
its rights or obligations hereunder to any third party without the written consent of the
other Party.
	 
	18.3	 	Within the valid term of this Agreement, both Parties agree to adjust or amend this Agreement
accordingly in case of the occurrence of any of the following circumstances:






	 	(1)	 	Alteration of relevant laws and regulations, rules and policies of the State;
	 
	 	(2)	 	Any content of this Agreement conflicting with any relevant compulsory rules,
administrative measures and regulations issued by the national electric power
regulatory authority;
	 
	 	(3)	 	Any alteration to the line connection form of the power grid or the line
connection form of the Power Plant.






	18.4	 	Termination of Agreement




46









 






	 	 	In the event that any of the following events occurred to any Party, the other Party shall
be entitled to terminate this Agreement sixty (60) days after serving a notice of
termination:






	 	(1)	 	Either Party goes bankrupt or is subject to liquidation, or the business
license or power business permit of either Party or the Power Plant is revoked.
	 
	 	(2)	 	The Party is merged with the other Party or all or majority parts of its
assets have been transferred to another entity, and the surviving enterprise cannot
assume all its obligations under this Agreement.





CHAPTER XIX DISPUTE RESOLUTION





	19.1	 	Any dispute arising out of the performance of this Agreement and in relation to this
Agreement may be resolved by the Parties through consultations, or submitted to the power
regulatory authority for mediation. If such dispute cannot be resolved through consultation or
mediation, any Party may submit the said dispute to the people’s court for resolution through
judicial proceedings.





CHAPTER XX APPLICABLE LAW





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





CHAPTER XXI MISCELLANEOUS





	21.1	 	Confidentiality




47









 






	 	 	Both Parties warrant to maintain confidential all information and documents which are
procured from the other Party and may not be procured from the public. Without the prior
approval from the original provider of such information and documents, the other Party
shall not disclose to any third party all or part of the information and documents, unless
otherwise provided by the regulations of the State.






	21.2	 	Appendices
	 
	 	 	Appendix I: Diagram for Main Connection Lines of Banzhu Hydropower Plant (including the
diagrams for the on-grid points and the demarcation for the equipment maintenance)
	 
	 	 	Appendix II: Technical Parameters of Banzhu Hydropower Plant
	 
	 	 	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 point
of dispute shall prevail. In case that the discrepancy and contradiction still exist after
applying 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.






	21.3	 	Entire Agreement
	 
	 	 	This Agreement (including Special Provisions) and the appendices hereto constitute the
entire agreement between both Parties pertaining to the subject matter of this Agreement,
and shall replace all prior discussions, negotiations, contracts and agreements conducted
by both Parties in respect of this Agreement.




48









 












	21.4	 	Notification and Service
	 
	 	 	Any notification or document pertaining to this Agreement shall be conducted in written
form. A notification shall be deemed as having been served upon the confirmation with
signature by the recipient when delivered by way of registered mail, express mail or in
person, or upon confirmation as being received when sent via fax or
email. All notifications and documents shall come into effect upon service and receipt. 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: Fujian Province Sanming Power Industry Bureau
	 
	 	 
	Attention:
	 	Wu Lu Wu
	 
	 	 
	Telephone Number:
	 	0598-8203319
	 
	 	 
	Facsimile Number:
	 	0598-8202248
	 
	 	 
	Post Code:
	 	365000
	 
	 	 
	Mail address:
	 	Power Dispatching Station, No.1032,
 Liedong Street, Sanming City, Fujian
 Province
	 
	 	 
	Party B: Sanming Zhongyin Banzhu Hydroelectric Co., Ltd.
	 
	 	 
	Attention:
	 	Zhou Chang Liang
	 
	 	 
	Telephone Number:
	 	8350130
	 
	 	 
	Mobile Phone Number:
	 	13328593899
	 
	 	 
	Post Code:
	 	365000
	 
	 	 
	Mail address:
	 	Building 160, Qianlong New Village,
 Xinshi North Road, Sanming City






49









 







	21.5	 	No Waiver
	 
	 	 	Any waiver of any of its rights under this Agreement of any Party, which is not conducted
in a written statement, shall not be deemed as a waiver thereof. Either Party’s failure to
exercise any of its rights under this Agreement shall not be deemed as
a waiver of any of its aforesaid rights or a waiver of any of its aforesaid rights in the
future.
	 
	21.6	 	Continuous Effectiveness
	 
	 	 	The provisions with respect to arbitration and confidentiality of this Agreement shall
remain effective after the termination of this Agreement.
	 
	21.7	 	Text
	 
	 	 	This Agreement comprises thirty eight (38) pages, and is executed in four (4)
counterparts. Each Party shall hold two (2) counterparts.




50









 











	 	 	 
	Party A (Stamp):

	 	Party B:
	 
	 	 
	Fujian Province Sanming Power Industry
 Bureau

	 	Sanming Zhongyin Banzhu Hydroelectric
Co., Ltd.
	 
	 	 
	(Stamp)

	 	(Stamp)
	Legal Representative:

	 	Legal Representative:
	 
	 	 
	Signing Date: September 22, 2006

	 	Signing Date: September 22, 2006
	 
	 	 
	Signing Place: Sanming City
	 	 






51









 






APPENDIX I: DIAGRAM FOR THE MAIN CONNECTION LINES OF BANZHU HYDROPOWER PLANT (including the

diagrams for the on-grid points and the demarcation for the equipment maintenance)









Note:





	1.	 	All primary equipments listed out in the Diagram are within the control of Local Dispatching;
	 
	2.	 	The property right of Banlie Line and Banchen Line belongs to Banzhu Power Station, and the
power transmission department of Fujian Province Sanming Power Industry Bureau will be in
charge of the maintenance;
	 
	3.	 	1# to 3# units are within the licensing output range of the




52









 










The Equipments under the Dispatching Control of the Local Dispatching shall include:





	1	 	No.1 Generator unit, No.2 generator unit and No.3 generator unit;
	 
	2	 	The 6kv busbar and its equipments in sections I and II;
	 
	3	 	No.1 and No.2 main transformers, and the switch equipments located in the intervals of both
sides of the aforesaid transformers;
	 
	4	 	The 35kv busbar and its equipments;
	 
	5	 	343 switch and lines of 35kv Banlie Line, 344 switch and lines of Banchen Line;
	 
	6	 	35kv Chenda Line, 35kv equipments of Chenda Substation;
	 
	7	 	The secondary equipments affiliated to the primary equipments, and the fixed value of Gaozhou
switch off generator.
	 
	The Equipments under the Control of Banzhu Hydropower Station shall include the electric
utilization system for the Power Plant.




53









 











APPENDIX II: TECHNICAL PARAMETERS FOR THE POWER PLANT





	1.	 	Nameplate Parameters for the Generator Units of the Power Plant





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Rated Capacity	 	Active Power	 	Rated Power	 	Rated Speed
	Unit No.	 	Type	 	(MVA)	 	(MW)	 	Factor	 	(r/min)
	1	 	SFWG15-68/5700
	 	16666	 	15	 	0.9	 	 	88.2	 
	2	 	SFWG15-68/5700
	 	16666	 	15	 	0.9	 	 	88.2	 
	3	 	SFWG15-68/5700
	 	16666	 	15	 	0.9	 	 	88.2	 







	2.	 	Connection lines connecting the Power Plant to the power grid of Party A






	 	(1)	 	Name of the line: Banlie Line, Banchen Line and Chenda Line (specifically,
Sanming Power Industry Bureau owns the property right of Chenda Line).
	 
	 	(2)	 	Voltage level: 35kv.






	3.	 	Main Technical Parameters






	 	(1)	 	Normal Operation Output Range
	 
	 	 	 	The maximum output for the normal operation of No.1, No.2 and No.3 Generator
Units of the Power Plant shall be 105% of the rated capacity, and the
minimum output for the normal operation shall be 40% of the rated capacity.
	 
	 	(2)	 	Under the condition of the operation of small-sized grid, subject to the frequency
modulation and voltage regulations according to dispatching directions, the minimum
output of No.1, No.2 and No.3 Generator Units of the Power Plant is
50% of the rated capacity;
	 
	 	(3)	 	Power regulation rate of units during the normal operation




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	 	 	 	No.1, No.2 and No.3 Generator units are respectively 4 MW/min.
	 
	 	(4)	 	The shortest duration for the generator units from receiving a dispatching
direction to reaching the rated output is fifteen (15) min.
	 
	 	(5)	 	The shortest shutdown duration from full load output to zero load after receiving a
dispatching direction is seven (7) min.






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