EX-10.32






Exhibit 10.32




			
	 	 	 
	(This Agreement is prepared with reference to the “Model
	 	No. 2008-010
	Form” issued by the State Electricity Regulatory Commission)	 	 






GRID CONNECTION AND




DISPATCHING AGREEMENT




FOR




JINGNING YINGCHUAN




HYDROPOWER STATION




Executed in November, 2008




1









 





CONTENTS




	 	 	 	 	 
	CHAPTER I DEFINITIONS AND INTERPRETATIONS
	 	 	4	 
	CHAPTER II REPRESENTATIONS BY THE PARTIES
	 	 	10	 
	CHAPTER III OBLIGATIONS OF THE PARTIES
	 	 	10	 
	CHAPTER IV CONDITIONS FOR GRID CONNECTION
	 	 	14	 
	CHAPTER V APPLICATION AND ACCEPTANCE FOR GRID CONNECTION
	 	 	16	 
	CHAPTER VI GRID CONNECTION AND DISPATCHING DURING THE COMMISSIONING PERIOD
	 	 	21	 
	CHAPTER VII OPERATION UNDER DISPATCHING
	 	 	22	 
	CHAPTER VIII POWER GENERATION SCHEDULE
	 	 	25	 
	CHAPTER IX EQUIPMENT OVERHAUL AND MAINTENANCE
	 	 	27	 
	CHAPTER X RELAY PROTECTION AND AUTOMATIC SAFETY DEVICES
	 	 	30	 
	CHAPTER XI DISPATCHING AUTOMATION
	 	 	34	 
	CHAPTER XII DISPATCHING COMMUNICATION
	 	 	37	 
	CHAPTER XIII ACCIDENT DISPOSAL AND INVESTIGATION
	 	 	39	 
	CHAPTER XIV FORCE MAJEURE
	 	 	41	 
	CHAPTER XV LIABILITIES FOR BREACH OF CONTRACT
	 	 	43	 
	CHAPTER XVI EFFECTIVENESS AND VALID TERM
	 	 	48	 
	CHAPTER XVII ALTERATION, ASSIGNMENT AND TERMINATION OF THIS AGREEMENT
	 	 	48	 
	CHAPTER XVIII DISPUTE RESOLUTION
	 	 	49	 
	CHAPTER XIX APPLICABLE LAW
	 	 	50	 
	CHAPTER XX MISCELLANEOUS
	 	 	50	 
	SPECIAL PROVISIONS
	 	 	55	 
	APPENDIX I: DIAGRAM FOR GRID CONNECTION POINTS
	 	 	58	 
	APPENDIX II: TECHNICAL PARAMETERS FOR THE POWER PLANT
	 	 	58	 
	APPENDIX III: DIVISION OF DISPATCHING RANGE OF POWER PLANT EQUIPMENTS
	 	 	60	 






2









 






(Agreement Number: 2008-10)




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: Lishui Electric Power Bureau, a power grid operation enterprise registered
and established with the Administration for Industrial and Commercial of Zhejiang
Province, which has procured the Power Transmission Permit [3] ( Permit No.:
Zhe Bing 010) issued by the Electricity Regulatory Commission/Bureau [2]
for power Transmission business, with the tax registration number of
332501848862337, its registered address at No. 699, Zhongdong
Road, Lishui City, and the legal representative of which is Du Xiao
Ping.



Party B: Zhejiang Province Jingning Yingchuan Hydroelectric Development Co., Ltd., a
power generation enterprise with the legal entity status, which was registered and
established with the Administration for Industrial and Commercial of Lishui City, with
the permit number of 3325291000832, the tax registration number of
331127704795331, its registered address at Xingye Plaza, No. 422, Huayuan
Road, Lishui City, and the legal representative of which is John D. Kuhns.




WHEREAS:





	(1)	 	Party A is currently operating and managing a power grid which is suitable for the




3









 






	 	 	operation of power plants, and agrees that the Power Plant of Party B could be
connected to the power grid pursuant to the provisions of this Agreement;
	 
	(2)	 	Party B is owning/constructing, managing and operating/will manage and operate a
Hydropower Generation Plant (hereinafter referred to as the “Power Plant”) with a
total installed capacity of 2×20 MW in Jingning Yingchuan, and agrees to connect the
Power Plant to the power grid of Party A pursuant to the provisions of this Agreement.




In order to ensure the safety, high quality and economic operation of the electric
power system, regulate the dispatching of power grids and grid-connected operations,
and protect the legal rights and interests of both Parties, on the principle of
equality, free will 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	 	“Power Dispatching Agency” refers to Lishui Electric Power Dispatch &
Communication Center, an agency in charge of organizing, commanding, instructing and
coordinating the operation of the electric power system pursuant to applicable laws,
which is subordinate to Party A.




4









 












	1.1.2	 	“Power Plant” refers to the power generation facilities with all auxiliary
facilities stretching to the property demarcation point with the total installed
capacity of 40 MW (there are two (2) units, each with the capacity of 20 MW, the
detailed technical parameters please refer to Appendix II) [5], which is
owned/constructed, managed and operated/ will be managed and operated by Party B and
located in Yingchuan, Jingning County.
	 
	1.1.3	 	“Connection Points” refer to the interconnection points between the Power Plant
and the power grid (please refer to Appendix I).
	 
	1.1.4	 	“Initial Connection Date” refers to the first day on which the Power Plant
(units) is (are) connected to the power grid.
	 
	1.1.5	 	“Connection Application” refers to the written application document submitted by
Party B to Party A requesting for connecting its Power Plant (units) to the power
grid.
	 
	1.1.6	 	“Connection Method” refers to one systematic way of connecting the Power Plant
(units) to the power grid.
	 
	1.1.7	 	“AGC” refers to Automatic Generation Control.
	 
	1.1.8	 	“AVC” refers to Automatic Voltage Control.
	 
	1.1.9	 	“RTU” refers to Remote Terminal Unit.





5









 






	1.1.10	 	“Disconnection” specially refers to under this Agreement the interruption of
electric connection between the power grid and the power generation equipments which
are connected to the power grid for operating.
	 
	1.1.11	 	“Special Operation Mode” refers to the operation arrangement of taking unusual
connection mode for the Power Plant or the power grid due to certain needs.
	 
	1.1.12	 	“Unit Available Capacity” refers to the output of the units modified at any
time due to the restrictions of equipment conditions [6].
	 
	1.1.13	 	“Planned Outage” refers to the status of the units of Power Plant during the
planned overhaul and reserve periods, including the general overhaul, the maintenance,
the general service system planned overhaul, and the holiday repairing, the
elimination of defects during off-break period and the shutdown reserve required by
the Power Dispatching Agency, etc.
	 
	1.1.14	 	“Unplanned Outage” refers to the unavailable status of the units of the Power
Plant other than Planned Outage. Based on the urgency of the needs of outage, 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.
	 
	1.1.15	 	“Forced Outage” refers to the Categories 1, 2 and 3 of Unplanned Outage set
forth in Clause 1.1.14.





6









 






	1.1.16	 	“Equivalent Unit Derated Hours” refers to the outage hours which are converted
from derated hours and calculated by the maximum capacity on the nameplate
	 
	1.1.17	 	“Equivalent Unplanned Outage Hours” refers to the sum of Unplanned Outage hours
and unplanned Equivalent Unit Derated Hours.
	 
	1.1.18	 	“Annual Allowable Planned Outage Hours” refers to the annual allowable hours
for Planned Outage [8] within any given year for the units classified by the same type
on the same grid [7] which have been determined by both Parties according to the
recommendations of equipment manufacturers and the operating conditions of the Power
Plant’s generation units after being connected to the power grid. The Annual Allowable
Planned Outage Hours for the units can be classified into the Annual Allowable Planned
Outage Hours for general overhaul years and the Annual Allowable Planned Outage Hours
for the years without general overhaul.
	 
	1.1.19	 	“Annual Allowable Equivalent Unplanned Outage Hours” refers to the annual
allowable hours for equivalent Unplanned Outage [9] within any given year for the
units classified by the same type on the same grid which have been determined by both
Parties according to the recommendations of equipment manufacturers and the operating
conditions of the Power Plant’s generation units after being connected to the power
grid. In this Agreement, it only refers to the Unplanned Outage caused by Party B’s
Reason. The Annual Allowable Equivalent Unplanned Outage Hours for the units can be
classified into the Annual Allowable Equivalent Unplanned Outage Hours for general
overhaul years and the Annual Allowable Equivalent Unplanned Outage Hours for the
years without general overhaul.
	 
	1.1.20	 	“Daily Power Generation Dispatching Plan Curve” refers to the curve worked out
by the Power Dispatching Agency on a daily basis to determine the power generation
output of the Power Plant for each period of time of the next day.





7









 






	1.1.21	 	“Emergencies” refer to the major accidents occurred to the power generation or
power supply facilities within the electric power system, including the grid frequency
or electric voltage exceeds the prescribed limit, the loading of the transmission and
transformation facilities is over the regulated value, the power of trunk circuit
exceeds the specified stability limitation and other operating conditions which
threaten the grid operation safety, may destroy the grid stability and eventually lead
to the grid collapse or even vast area power cut.
	 
	1.1.22	 	“Dispatching Code for Electric Power System” [10] refers to the code formulated
in accordance with the Administration Regulations on the Dispatching of Power Grids,
the national standards and the electric power industry standards, which regulates the
dispatching and operation of the electric power system within local area.
	 
	1.1.23	 	“Party A’s Reason” refers to the requirements of Party A or liabilities
attributed to Party A, including the liabilities which should be born by Party A for
the enlargement of accident range due to Party A’s failure to perform relevant
national regulations and standards, etc.
	 
	1.1.24	 	“Party B’s Reason” refers to the requirements of Party B or liabilities
attributed to Party B, including the liabilities which should be born by Party B for
the enlargement of accident range due to Party B’s failure to perform relevant
national regulations and standards, etc.
	 
	1.1.25	 	“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.





8









 






	1.1.26	 	“Force Majeure” refers to the objective events which are unforeseen,
unavoidable and insurmountable, including volcano eruptions, tornados, tsunamis,
snowstorms, mudslide, landslide, flood, fire, water inflows failing to meet the
designed standards, earthquakes, typhoons, thunder and lightening and fog flash, etc.
which exceed the designed standards, and nuclear radiation, wars, plagues and riots,
etc. [11]
	 
	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.
	 
	1.2.2	 	The Appendices hereto shall have the same legal effect as this Agreement.
	 
	1.2.3	 	Unless otherwise agreed by the Parties, this Agreement shall have binding force
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”, “Includes” or “Including” herein shall mean “including
without limitation”.
	 
	1.2.6	 	All numbers and terms mentioned in this Agreement shall include the given number.





9









 





CHAPTER II REPRESENTATIONS BY THE PARTIES



Any Party hereby represents to the other Party that:





	2.1	 	It is an enterprise that has been duly established and validly and legally in
existence in accordance with law, and has the full right to enter into and the ability
to perform this Agreement.
	 
	2.2	 	All procedures required for entering into and performing this Agreement (including
procuring requisite governmental approvals, business license and power business
permit, etc.) have been accomplished and are legal and valid.
	 
	2.3	 	When entering into this Agreement, no judgments, verdicts, awards or specific
administrative acts have been carried out by any courts, arbitration institutes,
administrative organs or other regulatory bodies that will have material adverse
effect on its performance of this 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 proxy. This Agreement shall have the binding force on both Parties to this
Agreement after it comes into effect.





CHAPTER III OBLIGATIONS OF THE PARTIES





	3.1	 	The obligations of Party A shall include the following:




10









 












	3.1.1	 	Abiding by the national laws and regulations, the national standards and
electric power industry standards, for the purpose of maintaining the safety, high
quality and economic operation of the electric power system, and according to the
Power Plant’s technical characteristics and codes and specifications of the electric
power system, to carry out unified dispatching of Power Plant (the dispatching range
please refer to Appendix III) on the principle of publicity, fairness and justice.
	 
	3.1.2	 	Responsible for the operation management, overhaul and maintenance and
technological transformation for relevant equipments and facilities of the power grid,
to meet the needs of normal operations of the Power Plant.
	 
	3.1.3	 	Based on the anticipated objective of electricity generation output released by
relevant authorities, according to the regulations of the Power Purchase and Sale
Contract, and considering the actual operating conditions of the power grid, to timely
work out and deliver to Party B the monthly power generation plan, the Daily Power
Generation Dispatching Plan Curve and the reactive output curve (or voltage curve) on
schedule.
	 
	3.1.4	 	To reasonably arrange the overhaul for the facilities of the Power Plant.
	 
	3.1.5	 	To support and cooperate with Party B to carry out technological transformations
or parameter adjustments of relevant facilities; to instruct and coordinate the
dispatching and operation management of Party B related to the power grid; to provide
Party B with instruction and coordination and requisite technical support for relevant
professions and operations in connection with the grid operation safety, such as
electric facilities, relay protection and automatic safety devices, excitation system
(including PSS), AGC and speed governor system, electric power metering system,
electric power dispatching communication and dispatching automation, etc.





11









 






	3.1.6	 	According to relevant regulations, to inform Party B of the information related
to Party B concerning the major defects of facilities of the power grid and the power
transmission ability relating to the Power Plant in a timely fashion, and to regularly
disclose to Party B with the electric power dispatching information related to Party
B.
	 
	3.1.7	 	In accordance with the operation requirements of the electric power system and
the characteristics of the facilities of Party B, to modify relevant codes and
specifications pursuant to procedures in a timely fashion.
	 
	3.1.8	 	To take measures to prevent the accidents which could affect the safety
operation of the electric power system; to regularly carry out special and
professional safety inspections concerning the grid safety, and formulate counter
measures against accidents subject to the needs. Subject to the authorization by the
power regulatory agency, the Power Dispatching Agency shall formulate a plan for the
grid-plant joint anti-accident exercise and be responsible for implementing such plan.
	 
	3.1.9	 	To assist Party B in respect of investigations on accidents.
	 
	3.2	 	The obligations of Party B shall include the following:
	 
	3.2.1	 	Abiding by the national laws and regulations, the national standards and
electric power industry standards, to comply with the unified dispatching by the Power
Dispatching Agency, and reasonably organize the operation of the Power Plant for the
purpose of maintaining the safety, high quality and economic operation of the electric
power system.





12









 






	3.2.2	 	To organize the real time operation of the Power Plant according to the
dispatching instructions of the Power Dispatching Agency, and participate in the peak
regulation, frequency modulation, voltage regulation and backup of the electric power
system.
	 
	3.2.3	 	According to the requirement of the Power Dispatching Agency, to provide
proposals concerning the equipment overhaul plans for the Power Plant and to implement
the approved overhaul plans and organize the overhaul and maintenance of facilities.
	 
	3.2.4	 	To accept the professional instructions and coordination provided by Party A
pursuant to Clause 3.1.5; and to assign relevant technical and overhaul management
staff to assist Party A.
	 
	3.2.5	 	To carry out technological transformations or parameter adjustments for the
facilities according to the needs in a timely fashion, and file such transformations
or adjustments with Party A (in case of involving grid safety, the consent from Party
A must be procured).
	 
	3.2.6	 	According to relevant regulations, to provide to Party A with the operating
conditions for the facilities of the Power Plant and the production information,
including fuel and water resources, etc in a timely, accurate, objective and complete
fashion.
	 
	3.2.7	 	To formulate field operation codes consistent with the electric power system
codes and specifications of Party A, and file such codes with Party A.
	 
	3.2.8	 	To take measures to prevent accidents that may affect the operation safety of
the electric power system; to assist Party A in carrying out regular special and
professional safety inspections relating to the grid safety, and implement the





13









 






	 	 	precautionary measures proposed during the inspections; in case of any specific
counter measures against accidents or other safety requirements for the
electric power system raised by the Power Dispatching Agency, to implement and
maintain the operations according to the requirements; to file relevant
documents of safety measures with the Power Dispatching Agency; and to
participate in the joint anti-accident exercise organized by the Power
Dispatching Agency..
	 
	3.2.9	 	To assist Party A in respect of the investigations on accidents.





CHAPTER IV CONDITIONS FOR GRID CONNECTION





	4.1	 	The primary and secondary equipments of Party B shall conform to the national and
electric power industry standards, and other relevant regulations[12], shall be
installed and commissioned according to the design requirements approved by the
organizations authorized by the State, and shall pass the acceptance according to the
infrastructure construction procedures of the State; the normal operation mode for
grid connection has been defined, relevant parameters have been adjusted as
compatible, equipment settings have been set as required, and all conditions for being
connected to the power grid of Party A and available for the unified dispatching of
the Power Dispatching Agency are ready.
	 
	4.2	 	The relay protection and automatic safety devices (including the excitation system
and speed regulation system) of the Power Plant shall conform to the national and
electric power industry standards and other relevant regulations, shall be installed
and commissioned according to the design requirements approved by the organizations
authorized by the State, shall pass the acceptance according to the infrastructure
construction procedures of the State, and comply with relevant provisions of Chapter X
hereof.




14









 












	4.3	 	The dispatching automation facilities of the Power Plant [13] shall conform to the
national and electric power industry standards and other relevant regulations, shall
be installed and commissioned according to the design requirements approved by the
organizations authorized by the State, shall pass the acceptance according to the
infrastructure construction procedures of the State, and comply with relevant
provisions of Chapter XI hereof.
	 
	4.4	 	The power dispatching communication facilities of the Power Plant shall conform to
the national and electric power industry standards and other relevant regulations,
shall be installed and commissioned according to the design requirements approved by
the organizations authorized by the State, shall pass the acceptance according to the
infrastructure construction procedures of the State, and comply with relevant
provisions of Chapter XII hereof.
	 
	4.5	 	The 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 pass the testing and acceptance jointly organized by both
Parties [14].
	 
	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 issued by the former State Economic and Trade Commission) and
relevant regulations, the secondary system of the Power Plant shall be protected by
safety precautionary measures, and approved by the Power Dispatching Agency to be
qualified for operation.
	 
	4.7	 	All operation and maintenance codes for the Power Plant have been formulated and





15









 






	 	 	relevant management regulations are complete, and those related to the grid
safety shall be consistent with the safety management regulations of the power
grid to which the Power Plant is connected.
	 
	4.8	 	The Power Plant’s on-duty operators which are authorized to take dispatching
instructions shall receive strict training pursuant to the provisions of the
Administration Regulations on the Dispatching of Power Grids and other relevant
regulations, and procure relevant qualification certificates before being
assigned to the posts.
	 
	4.9	 	The primary and secondary equipments of Party A to be operated in correspondence
with the operation of Party B shall conform to the national and electric power
industry standards and other relevant regulations, shall be installed and commissioned
according to the design requirements approved by the organizations authorized by the
State, and pass the acceptance according to the infrastructure construction procedures
of the State, with relevant parameters reasonably compatible, the settings of such
equipments being set as required and the systems readily available for the Power Plant
to be connected.
	 
	4.10	 	Both Parties have worked out relevant counter measures against accidents against
possible Emergencies after the grid connection of the Power Plant, and such measures
shall be filed with the Power Dispatching Agency.





CHAPTER V APPLICATION AND ACCEPTANCE FOR GRID CONNECTION





	5.1	 	Party B shall apply to Party A for the grid connection of its Power Plant, and
shall be connected in a method as required upon the acceptance of Party A.




16









 












	5.2	 	Application for Grid Connection
	 
	 	 	Party B shall submit the Connection Application to Party A 60 days prior to the
Initial Connection Date of the Power Plant (units), which shall include basic
information and the acceptance results of the facilities to be connected, the
commissioning schedule and plan for the Power Plant (units), etc., and shall be
attached with all documents set out in Clause 5.5 hereof.
	 
	5.3	 	Acceptance of Connection Application
	 
	 	 	Upon the receipt of the Connection Application from Party B, Party A shall
carefully review the application according to the provisions of Chapter IV
hereof and other relevant regulations concerning the grid connection, and shall
reply in time to Party B without any unreasonable delay.
	 
	5.3.1	 	In the event that the materials provided in the Connection Application conform
to relevant requirements, Party A shall confirm it within 30 days after the receipt of
such application from Party B, and send a written confirmation notice to Party B 15
days prior to the Initial Connection Date of the units.
	 
	5.3.2	 	In the event that the materials provided in the Connection Application do not
conform to relevant requirements, Party A shall be entitled to refuse such
confirmation, but shall notify Party B in written form of the reasons for such refusal
within 30 days after the receipt of such application.
	 
	5.4	 	The Parties hereto shall make arrangements for detailed issues relating to the
grid connection of the Power Plant when the Connection Application is confirmed.





17









 






	5.4.1	 	Party A shall, within 30 days prior to the agreed Initial Connection Date,
provide to Party B with the electric power system data, equipment parameters and
system diagrams in respect of the Power Plant, including the relay protection settings
(or limits) for the power grid related to the Power Plant and the settings (or limits)
for the relay protection and automatic safety devices of Power Plant related to the
power grid.
	 
	5.4.2	 	Party A shall provide to Party B with the list of contact persons (including the
staff authorized to issue dispatching instructions, staff in charge of operation
modes, relay protection staff, automation staff and communication staff) and the
details of contact.
	 
	5.4.3	 	Party B shall, within 15 days after the receipt of the confirmation notice,
submit the commissioning items and plans for grid connection to Party A according to
its requirements, and negotiate with the Power Dispatching Agency to determine the
specific timing and procedures for the initial connection.
	 
	5.4.4	 	Party A shall make a written confirmation on the commissioning items and plans
for grid connection of the units submitted by Party B seven days prior to the Initial
Connection Date of the Power Plant.
	 
	5.5	 	When submitting the Connection Application, Party B shall provide to Party A with
accurate materials in Chinese [15] (the parameters to be actually measured during the
startup process of the grid connection may be submitted within 20 days after the grid
connection of the units), including:






	 	(1)	 	The technical specifications, technical parameters and measured parameters
(including the zero sequence impedance parameters for the main transformers)
for the main equipments such as power generators (including speed governors




18









 






	 	 	 	and excitation system) and main transformers which are required for
calculating the tidal current, stability and relay protection settings.
	 
	 	(2)	 	The drawings (including the drawings for a complete set of protections for
generators and transformers) and instruction manuals of the relay protection
and automatic safety devices which are related to the grid operation; and the
installation and commissioning reports for the relay protection and automatic
safety devices within the range of power dispatching.
	 
	 	(3)	 	Documents such as the technical instructions, technical parameters and
equipment acceptance reports for the dispatching automatic equipments of the
Power Plant which are related to Party A, the telecontrol information form for
the Power Plant (including the no-load voltage ratio and telemetering full
scale values of current transformers and voltage transformers), the completion
acceptance report of the energy metering system of the Power Plant, and
relevant plans and technical documents in respect of the safety protection for
the computer system of the Power Plant.
	 
	 	(4)	 	Documents such as drawings, equipment technical specifications and
equipment acceptance reports for the communication projects which are
interconnected with or related to the communication network of Party A.
	 
	 	(5)	 	The technical instructions and drawings for the unit excitation system and
PSS devices (design and measured parameters), underexcitation limitation, loss
of excitation, loss of step protection and dynamic monitoring systems.
	 
	 	(6)	 	The technical specifications, technical parameters and measured parameters
of other main equipments related to the grid operation.




19









 






	 	(7)	 	Field operation codes.
	 
	 	(8)	 	Primary electric wiring diagrams.
	 
	 	(9)	 	The startup and shutdown curves and the load increasing and decreasing rate
of the units, relevant parameters and materials concerning AGC, AVC and
inherent frequency modulation of the units.
	 
	 	(10)	 	Measures to ensure the electric power utility of the Power Plant.
	 
	 	(11)	 	The units commissioning plans, and startup commissioning schemes for the
step-up substation and the units.
	 
	 	(12)	 	Name list of the on-duty operators of the Power Plant who are authorized
to take dispatching instructions and the photocopies of their qualification
certificates and contact details.
	 
	 	(13)	 	Name list and contact details for the professional staff in the fields of
operation mode, relay protection, automation and communication.
	 
	 	(14)	 	Relevant hydrological materials of the hydropower station.





20









 





CHAPTER VI GRID CONNECTION AND DISPATCHING DURING THE

COMMISSIONING PERIOD





	6.1	 	In accordance with the commissioning items and plans confirmed by Party A, Party B
may carry out the commissioning for the grid-connected operation of the Power Plant.
	 
	6.1.1	 	The commissioning units of the Power Plant shall be regarded as the operating
equipments connected to the grid, which shall be incorporated into the unified
operation and management of the electric power system, abiding by the operational
codes and specifications of the electric power system and complying with the unified
dispatching.
	 
	6.1.2	 	The Power Plant shall, according to the commissioning items and plans which have
been confirmed, prepare a detailed commissioning scheme for the connection of units
and report to the Power Dispatching Agency item by item [16] in accordance with the
commissioning schedule.
	 
	6.1.3	 	The specific commissioning operations for grid connection shall be performed in
strict accordance with the dispatching instructions.
	 
	6.1.4	 	In case of any operation of the equipments only managed by the Power Plant
itself, which may bring about impact on the power grid, Party B shall inform the Power
Dispatching Agency in advance to make preparations and accident forecasts, and
implement in strict accordance with the commissioning scheme.
	 
	6.2	 	Party A shall assist Party B in the grid-connected commissioning.





21









 






	6.2.1	 	The Power Plant during the grid-connected commissioning period shall be
incorporated into the formal dispatching range, and shall be managed and dispatched in
accordance with relevant codes and specifications of the electric power system.
	 
	6.2.2	 	According to the requirements of the Power Plant and the conditions of the power
grid, Party A shall formulate special commissioning dispatching schemes (including
emergency treatment measures), and reasonably arrange the dispatching items and
dispatching plans for the Power Plant. The commissioning dispatching scheme and
specific commissioning plan shall be notified to the Power Plant three (3) days prior
to the start of commissioning.
	 
	6.2.3	 	Through consultations and agreement with the Power Plant, rolling adjustments
may be made to the commissioning plan according to the commissioning progress of the
units and the grid operating conditions.
	 
	6.2.4	 	The Power Dispatching Agency may send relevant staff as required for field
dispatching, and provide necessary technical guidance or support.
	 
	6.3	 	Party A must prepare an emergency plan for any possible Emergencies during the
commissioning period of Party B, defining the principles of settlements and the
specific measures to handle Emergencies, so as to ensure the safety of the electric
power system and equipments.







CHAPTER VII OPERATION UNDER DISPATCHING




22









 









	7.1	 	During the operation period, the on-duty operators of the Power Plant shall
strictly follow the dispatching instructions given by the on-duty dispatchers of the
Power Dispatching Agency.
	 
	7.1.1	 	The Power Plant must implement the dispatching instructions released by the
Power Dispatching Agency in a prompt and accurate manner, and shall not refuse or
delay the implementation with any excuse. In case that implementing a dispatching
instruction may endanger the personnel or equipments, the on-duty operators of the
Power Plant shall immediately report to the on-duty dispatchers of the Power
Dispatching Agency and clarify the reasons, and the on-duty dispatchers of the Power
Dispatching Agency shall decide whether to continue such implementation or not [17].
	 
	7.1.2	 	As for those equipments within the range of direct dispatching by the Power
Dispatching Agency, the Power Plant must strictly follow the relevant operation rules
of dispatching and carry out operations according to the dispatching instructions, and
shall honestly report the field conditions and answer the inquiries from the on-duty
dispatchers of the Power Dispatching Agency.
	 
	7.1.3	 	As for those equipments within the licensing dispatching range of the Power
Dispatching Agency, the on-duty operators of the Power Plant shall make a report to
the on-duty dispatchers of the Power Dispatching Agency prior to the operations, and
only upon an approval, such operations may be carried out according to the Dispatching
Code for Electric Power System and the field operation regulations of the Power Plant.
	 
	7.2	 	The Power Dispatching Agency shall reasonably arrange the Daily Power Generation
Dispatching Plan Curve of the Power Plant according to relevant requirements. During
the operation period, the on-duty dispatchers may make appropriate





23









 






	 	 	adjustment to the Daily Power Generation Dispatching Plan Curve according to
the actual operating conditions, and such adjustment shall be notified to the
on-duty operators of the Power Plant fifteen (15) minutes in advance.
	 
	7.3	 	In case of any abnormal condition of the operating equipments of the Power Plant,
Party B shall, according to the regulations of the Dispatching Code for Electric Power
System, bring forth an overhaul application to the Power Dispatching Agency in
advance. The Power Dispatching Agency shall, according to the regulations of the
Dispatching Code for Electric Power System and the actual conditions of the power
grid, approve such overhaul application at appropriate time upon going through
specified procedures. In the event that the equipments need an urgent outage, the
Power Dispatching Agency shall make a prompt reply judging from the actual conditions.
Party B shall follow the final approval from the Power Dispatching
Agency [18].
	 
	7.4	 	The Power Dispatching Agency shall, on the principle of the units on the same
grid, of the same type and with the same technical conditions shall be modulated to a
basically same magnitude, and considering both the power grid structure 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
of the electric power system in a safety, high quality and economic manner.
	 
	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, the Power
Dispatching Agency shall notify the Power Plant of relevant plans seven (7) days in
advance and implement the plan which has been 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





24









 






	 	 	shall notify the Power Dispatching Agency of relevant amended plans seven (7)
days in advance and implement the plan which has been made through
consultation.
	 
	7.7	 	The Power Dispatching Agency shall consult with the grid-connected Power Plant to
convene grid-plants joint meetings on a regular basis and invite Party B to
participate, during which, the operating conditions of the power grid will be analyzed,
the system tendency will be predicted, the implementations of relevant grid safety and
technical measures will be demonstrated, and the disposal of major issues concerning
the operation of the electric power system will be discussed. Party B shall participate
in such joint meetings, and report the operating conditions of the Power Plant and the
implementations of relevant safety and technical measures of the Power Plant.
	 
	7.8	 	Both Parties shall exchange the name lists of on-duty staff in written form and
notify any alteration thereof promptly.





CHAPTER VIII POWER GENERATION SCHEDULE





	8.1	 	Party B shall, pursuant to the signed Power Purchase and Sale Contract and the
actual operating conditions of the Power Plant, submit the proposals for power
generation schedules of the Power Plant for the year, the month, the holiday or
Special Operation Mode pursuant to the following requirements:






	 	(1)	 	Party B shall submit the power generation schedule proposal for the
subsequent year to Party A thirty (30) days before the Initial Connection Date
and before November 15 of each following year.
	 
	 	(2)	 	Party B shall submit the power generation schedule proposal for the
subsequent month to Party A before the 20th of each month.
	 
	 	(3)	 	Party B shall submit the power generation schedule proposal for the holiday




25









 






	 	 	 	or the Special Operation Mode period to Party A ten (10) days before
the statutory national holidays (including the New Year’s Day, the
Spring Festival, the Labors’ Day and the National Day, etc.) or the
occurrence of Special Operation Mode.






	8.2	 	According to the Power Purchase and Sale Contract, and considering the power
generation schedule proposals submitted by Party B [19], Party A shall notify Party B
of the annual month-specific power generation schedule for the subsequent year before
December 25 of each year.
	 
	8.3	 	According to the annual month-specific power generation schedule formulated
pursuant to Clause 8.2 hereof, and considering the progress of power generation output
fulfilled by the Power Plant and the recent load conditions of the power grid, Party A
shall notify Party B of the power generation schedules for the subsequent month, the
holiday or the Special Operation Mode before the end of each month or five (5) days
before the statutory national holiday or the occurrence of Special Operation Mode.
	 
	8.4	 	According to the monthly power generation schedule formulated pursuant to Clause
8.3 hereof, the actual conditions of the power grid and the data provided by the Power
Plant (the Power Plant must report to the Power Dispatching Agency before 9:00 every
day the maximum available capacity or the variation of available capacity of the power
generation units, and the defects and malfunctions that affect the capability of its
power generation equipments and the operating conditions of the AGC of the units), the
Power Dispatching Agency shall prepare the Daily Power
Generation Dispatching Plan Curve of the Power Plant for the next day, and
release such curve to the Power Plant before 17:00 every day.
	 
	8.5	 	The Power Plant shall strictly implement the Daily Power Generation Dispatching




26









 






	 	 	Plan Curve (including the curve temporarily modified by the on-duty
dispatchers) and the dispatching instructions released by the Power Dispatching
Agency, timely adjust the active output of the units and arrange the generation
and operation of the Power Plant accordingly.





CHAPTER IX EQUIPMENT OVERHAUL AND MAINTENANCE





	9.1	 	The overhaul and maintenance for the grid-connected facilities of the Power Plant
shall be carried out on schedule.
	 
	9.1.1	 	Party B shall, while submitting the power generation schedule proposals for the
year, the month, the holidays and the Special Operation Mode to Party A as provided
herein, submit the equipment overhaul and maintenance schedule proposals for the year,
the month, the holidays and the Special Operation Mode to the Power Dispatching
Agency.
	 
	9.1.2	 	Through consultations of the both Parties, the Power Dispatching Agency shall
incorporate the equipment overhaul and maintenance schedules of the Power Plant into
the overhaul and maintenance schedule of the electric power system for the year, the
month, the holidays and the Special Operation Mode






	 	(1)	 	Before December 25 of each year, the approved equipment overhaul and
maintenance schedule of the Power Plant for the subsequent year shall be
notified to the Power Plant.
	 
	 	(2)	 	Before the end of each month, the approved equipment overhaul and
maintenance schedule of the Power Plant for the subsequent month shall be
notified to the Power Plant.
	 
	 	(3)	 	Three days prior to a statutory national holiday or three days prior to the




27









 






	 	 	 	occurrence of Special Operation Mode, the equipment overhaul and
maintenance schedule for such holiday or Special Operation Mode shall be
notified to the Power Plant.






	9.2	 	In the event that the Power Plant needs to eliminate the defects during load
valley period (from 22:00 to 7:00 of the subsequent day), an application shall be made
to the Power Dispatching Agency before 9:00 of the current day. The Power Dispatching
Agency shall arrange such eliminations as far as possible according to the grid
conditions, and modify the Daily Power Generation Dispatching Plan Curve in a timely
manner.
	 
	9.3	 	Overhaul Application and Approval
	 
	 	 	Before the start of actual overhaul of equipments, the Power Plant shall submit
an overhaul application to the Power Dispatching Agency, and only upon being
approved, the overhaul may be started.
	 
	9.3.1	 	The overhaul application shall be submitted to the Power Dispatching Agency
seven days prior to the start of actual overhauls.
	 
	9.3.2	 	The overhaul application shall include the names of equipments to be overhauled,
the overhaul descriptions, the isolation measures and the requirements for the system,
etc.
	 
	9.3.3	 	The Power Dispatching Agency shall inform the Power Plant of the approval
concerning the overhaul application one or two days before the start of actual
overhaul, and indicate the safety measures that should be taken by the Power Plant and
other relevant requirements, in the meanwhile, an emergency plan for accidents





28









 






	 	 	shall be prepared.
	 
	9.4	 	Party B shall strictly implement the approved overhaul schedule and complete the
overhaul on schedule.
	 
	9.4.1	 	In the event that the Power Plant fails to carry out overhauls according to the
approved schedule due to its own reasons, an application for modifying the overhaul
schedule may be submitted to the Power Dispatching Agency one day before the planned
commencement date which has been approved. The Power Dispatching Agency shall make
reasonable adjustments to the overhaul schedule according to the grid operating
conditions. If such adjustment is practicable, the adjusted overhaul schedule shall be
notified to the Power Plant one day in advance; if impracticable, the Power Plant
shall try all possible means to implement the originally approved schedule, otherwise,
the Power Dispatching Agency shall not arrange other overhauls for the current year in
principle.
	 
	9.4.2	 	In case of any necessity of extending the overhaul period, the Power Plant shall
apply to the Power Dispatching Agency for the extension of such period before half of
the approved overhaul period has elapsed.
	 
	9.4.3	 	In the event that the Power Plant fails to carry out overhauls of the units as
scheduled due to the needs of operating the electric power system, the Power
Dispatching Agency shall consult with the Power Plant in advance, and make relevant
adjustments to the overhaul schedule and notify the Power Plant. If the units must
operate over the prescribed time limit, both Parties shall consult with each other to
decide the emergency measures for possible Emergencies which might occur during the
overtime-operating period as well as the procedures of switching to the overhaul
status, and handle the matters according to relevant provisions.





29









 






	9.5	 	In the event that the overhaul of primary equipments of the power grid affects the
output of the Power Plant, such overhaul shall be arranged in coordination with the
overhauls for the equipments of the Power Plant (or shutdown reserve) as far as
possible.
	 
	9.6	 	The Power Dispatching Agency shall make reasonable arrangement for the overhaul of
the secondary equipments, such as the relay protection and automatic safety devices,
the power dispatching automation and the power dispatching communication system, etc.
of the power grid and the Power Plant within the dispatching range. The overhaul of
secondary equipments shall not affect the normal operation of primary equipments in
principle; otherwise, it shall be arranged in coordination with the overhaul of
primary equipments as far as possible.
	 
	9.7	 	After completing the overhaul of equipments, the Power Plant shall promptly report
to the Power Dispatching Agency and restore the operation of equipments according to
specified procedures.





CHAPTER X RELAY PROTECTION AND AUTOMATIC SAFETY DEVICES





	10.1	 	Party A shall strictly abide by the codes and specifications concerning the
design, operation and management of relay protection and automatic safety devices,
take charge of operation management of relay protection and automatic safety devices
within the range of dispatching, and conform to the following requirements:






	 	(1)	 	To take charge of calculation of settings and the operation of relay
protection and automatic safety devices within the range of dispatching, and to
make analysis and assessment of the operation of the devices.




30









 






	 	(2)	 	To be responsible for the commissioning and regular testing and maintenance
of the relay protection and automatic safety devices within its dispatching
range in order to make such devices satisfy the set technical requirements and
conform to the setting requirements of the Power Dispatching Agency, and to
keep complete commissioning reports and records.
	 
	 	(3)	 	Once the relay protection and automatic safety devices of the power grid
have started running, Party A shall immediately analyze the reasons and take
measures in accordance with the codes, and submit relevant materials to the
Power Dispatching Agency. In case the Power Plant is concerned, Party A shall
cooperate with the Power Plant to make analysis and treatment of the accidents.
	 
	 	(4)	 	In case of any malfunction or defect of the relay protection and automatic
safety devices of the power grid, Party A shall immediately take measures in
accordance with the codes, analyze the causes and promptly take precautionary
measures. In case the Power Plant is concerned, Party A shall inform the Power
Plant of relevant information in written form.
	 
	 	(5)	 	To provide instructions and assistance to the Power Plant in respect of the
setting and operation of relevant relay protection and automatic safety
devices, and to provide necessary technical support.
	 
	 	(6)	 	To strictly implement the counter measures against accidents for relay
protection and automatic safety devices promulgated by the State and relevant
authorities.
	 
	 	(7)	 	Before the 25th of each month, to finish the analysis report on the
operation of relay protection and automatic safety devices for the previous
month, and to provide a copy to Party B.






	10.2	 	Party B shall strictly abide by the codes and specifications concerning the
design, operation and management of relay protection and automatic safety devices,
take charge of operation management of relay protection and automatic safety devices
under its control, and conform to the following requirements:






	 	(1)	 	To take charge of calculation of settings and the operation of the relay protection




31









 






	 	 	 	and automatic safety devices belonging to the Power Plant (the settings for
relay protection and automatic safety devices which belong to the Power
Plant but within the range of dispatching shall be released by the Power
Dispatching Agency, and the settings for other relay protection and
automatic safety devices shall be calculated and set by the Power Plant
itself and filed with the Power Dispatching Agency), and to make analysis
and assessment of the operation of the devices.
	 
	 	(2)	 	To be Responsible for the commissioning and regular testing and maintenance
of the relay protection and automatic safety devices under its control in order
to make such devices satisfy the set technical requirements and conform to the
setting requirements, and to keep complete commissioning reports and records.
	 
	 	(3)	 	The relay protection and automatic safety devices related to the grid
operation must be matched up with the relay protection and automatic safety
devices of the power grid and the type selection of relevant equipments shall
be subject to the approval of the Power Dispatching Agency.
	 
	 	(4)	 	In case of any change of the operation status of the relay protection and
automatic safety devices of Party A, the Power Plant shall timely modify the
settings and operation status of the relay protection and automatic safety
devices under its control according to the requirements of the Power
Dispatching Agency.
	 
	 	(5)	 	Once the relay protection and automatic safety devices of the Power Plant
have started running, Party B shall immediately report to the on-duty
dispatcher of the Power Dispatching Agency and analyze the reasons and take
measures in accordance with the codes, and submit relevant materials to the
Power Dispatching Agency upon request. In case the power grid is concerned,
Party B shall cooperate with the Power Dispatching Agency to make analysis and
treatment of the accidents.
	 
	 	(6)	 	In case of any malfunction or defect of the relay protection and automatic
safety devices of the Power Plant, Party B shall immediately report to the
on-duty dispatcher of the Power Dispatching Agency, take measures in accordance
with the codes, analyze the causes and promptly take precautionary measures. In
case




32









 







	 	 	 	the power grid is concerned, Party B shall report to the Power Dispatching
Agency with relevant written materials.
	 
	 	(7)	 	To strictly implement the counter measures against accidents for relay
protection and automatic safety devices promulgated by the State and relevant
authorities.
	 
	 	(8)	 	Before the 5th of each month, to finish the analysis report on
the operation of the relay protection (including line protection, transformer
protection, generator protection and busbar protection) and automatic safety
devices of the Power Plant for the previous month, and to provide a copy to the
Power Dispatching Agency.






	10.3	 	In order to improve the stability of the electric power system, both Parties
shall upgrade and transform the equipments in a timely manner.
	 
	10.3.1	 	Both Parties’ upgrading and transformation for the relay protection and
automatic safety devices shall be coordinated with each other, so as to ensure the
compatibility and consistency between the equipments of both Parties [20].
	 
	10.3.2	 	The equipments after transformation shall not be put into operation through
specific procedures until having been commissioned and passed the acceptance and
confirmed as qualified [21].
	 
	10.4	 	The relay protection and automatic safety devices of Party B shall reach the
following main operation standards (excluding the malfunction and missing operation
caused by Party A’s Reason):






	 	(1)	 	The service factor for the main protection of relay protections [22] 399.0%.
	 
	 	(2)	 	The accuracy rate for the running of protections with 220kV and above 398.5%.




33









 








	 	(3)	 	The availability for fault recording [23] 398.5%.
	 
	 	(4)	 	The operation rate of automatic safety devices 3100%.
	 
	 	(5)	 	The accuracy rate for the running of automatic safety devices 3100%.






	10.5	 	Both Parties shall respectively designate staff to take charge of the maintenance
for the operation of relay protection and automatic safety devices, and ensure the
normal operation.





CHAPTER XI DISPATCHING AUTOMATION





	11.1	 	Party A shall strictly abide by the codes and specifications concerning the
design, operation and management of the dispatching automation system, take charge of
operation and maintenance for the dispatching automation system at the dispatching end,
and conform to the following requirements:






	 	(1)	 	Supervising the reliable operation of the dispatching automation system,
being responsible for monitoring the operating condition of the dispatching
automation system and coordinating the major problems arising out of the
operation.
	 
	 	(2)	 	Taking measures to facilitate the connection of automation signals of the
Power Plant according to the design requirements.
	 
	 	(3)	 	Timely and accurately transmitting relevant signals of the system to the
dispatching automation system of the Power Plant.
	 
	 	(4)	 	Making timely analysis of the fault causes for the dispatching automation
system and taking precautionary measures.
	 
	 	(5)	 	Providing instruction and assistance to Party B in the operation
maintenance of the dispatching automation system, and cooperating with Party B
in respect of the investigation on accidents.




34









 







	 	(6)	 	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
former State Economic and Trade Commission).






	11.2	 	Party B shall strictly abide by the codes and specifications concerning the
design, operation and management of the dispatching automation system, take charge of
operation and maintenance for the dispatching automation system at the Power Plant
end, and conform to the following requirements:






	 	(1)	 	The telecontrol data from the Power Plant RTU, the computer monitoring and
control system or the energy acquisition and transmission devices and the
electric energy metering data shall be transmitted to the dispatching
automation system and the electric energy metering system of the Power
Dispatching Agency according to the transmission protocols in line with the
national 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 operating equipments of the Power Plant shall
satisfy the relevant regulations of the State and the operation requirements of
the Power Dispatching Agency.
	 
	 	(2)	 	Making timely analysis of the fault causes for the dispatching automation
system under its control and taking precautionary measures.
	 
	 	(3)	 	Providing assistance to Party A in the operation maintenance of the
dispatching automation system, and cooperating with Party A in respect of the
investigations on accidents.
	 
	 	(4)	 	The computer monitoring and control system of the Power Plant 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 former State Economic and Trade Commission).




35









 






	 	(5)	 	When the Power Plant (units) equipped with AGC participates in the power
generation control of the power grid, the AGC instruction signals released by
the Power Dispatching Agency shall be capable of being transmitted accurately
to the AGC system of the Power Plant via the RTU or the computer monitoring and
control system of the Power Plant. When the Power Plant (units) equipped with
AVC participates in the voltage control of the power grid, the AVC instruction
signals released by the Power Dispatching Agency shall be capable of being
transmitted accurately to the AVC system of the Power Plant via the RTU or the
computer monitoring and control system of the Power Plant.






	11.3	 	Both Parties shall operate and maintain the automation equipments in accordance
with the Dispatching Code for Electric Power System and relevant codes concerning the
dispatching automation system, and shall not withdraw or shut down the equipments at
random.
	 
	11.4	 	The RTU, the computer monitoring and control system, the electric energy
acquisition and transmission devices of the Power Plant shall reach the following main
operation standards:






	 	(1)	 	The availability of RTU or the telecontrol station of the computer
monitoring and control system (monthly) 398.0%.
	 
	 	(2)	 	The accuracy error of telemeter £0.5.
	 
	 	(3)	 	The availability of unit AGC [24] 398.0%.
	 
	 	(4)	 	The availability of unit AVC 398.0%.






	11.5	 	Both Parties shall respectively designate staff to take charge of the operation
and maintenance of the dispatching automation systems under their respective control,
and ensure the normal operation.




36









 












CHAPTER XII DISPATCHING COMMUNICATION





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






	 	(1)	 	Supervising the reliable operation of the dispatching communication system,
taking charge of the monitoring and dispatching commanding of the operating
conditions of the dispatching communication system and coordinating material
problems arising out of the operation.
	 
	 	(2)	 	Taking charge of the operation and maintenance of the dispatching
communication system and the communication lines, and ensuring the reliable
operation.
	 
	 	(3)	 	Making timely analysis of the fault causes for the dispatching
communication system and taking precautionary measures.
	 
	 	(4)	 	Providing instructions and assistance to Party B in respect of the
operation and maintenance of the dispatching communication system, and
cooperating with Party B in respect of the investigation on accidents.






	12.2	 	Party B shall strictly abide by the codes and specifications 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)	 	Taking charge of the operation maintenance for the dispatching
communication system at the Power Plant end and ensuring the reliable
operation.
	 
	 	(2)	 	Making timely analysis of the fault causes for the dispatching communication




37









 







	 	 	 	system and taking precautionary measures.
	 
	 	(3)	 	Providing assistance to Party A in respect of the operation and maintenance
of the dispatching communication system, and cooperating with Party A in
respect of the investigations on accidents.






	12.3	 	The types 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 those of Party A, and shall be approved by Party A.
	 
	12.4	 	In case of using any carrier-frequency and radio-frequency related to Party A’s
electric power communication network, Party B shall submit an application to Party A,
and shall not use the relevant frequency without the written confirmation of Party A.
	 
	12.5	 	Both Parties shall prepare a standby communication system so as to ensure the
communication uninterrupted by any Emergencies occurred to the power grid or the Power
Plant.
	 
	12.6	 	The dispatching communication system of Party B shall reach the following main
operation standards:
	 
	 	 	Service factor of communication circuit:






	 	(1)	 	Service factor of microwave circuit 399.95%.
	 
	 	(2)	 	Service factor of optical communication circuit 399.98%.






	 	 	
Service factor of communication equipment:









	 	(1)	 	Service factor of microwave equipment 399.99%.
	 
	 	(2)	 	Service factor of optical communication equipment 399.99%.




38









 







	 	(3)	 	Service factor of dispatching exchange equipment 399.85%.






	12.7	 	Both Parties shall respectively designate staff to take charge of the operation
maintenance of the dispatching communication system under their respective control,
and ensure the normal operation.





CHAPTER XIII ACCIDENT DISPOSAL AND INVESTIGATION





	13.1	 	The Power Dispatching Agency and the Power Plant shall, in accordance with their
respective controlled range and relevant regulations of the Dispatching Code for
Electric Power System and the Power Plant field operation codes, handle the accidents
in a correct and prompt manner and timely inform each other of treatment situation.
	 
	13.2	 	The accidents of equipments within the dispatching range of the Power Dispatching
Agency shall be handled strictly following the instructions of the on-duty dispatchers
of the Power Dispatching Agency (excluding those that can be handled without
dispatching instructions as clearly specified in the field codes).
	 
	13.3	 	The Power Dispatching Agency shall, according to the Guide on Safety and
Stability for Power System (DL 755-2001), the Dispatching Code for Electric Power
System and other relevant regulations, and considering the grid structure, the
operation characteristics and the specific conditions of the Power Plant, formulate
principles for accident disposal and specific counter measures against accidents, and
raise specific requirements on the necessary measures to be taken by the Power Plant.





39









 






	13.3.1	 	In case of any Emergencies that threaten the security of the power grid, the
on-duty dispatchers of the Power Dispatching Agency may take necessary measures to
ensure and restore the safe operation of the power grid, including adjusting the power
generation output of the Power Plant, issuing instructions to start or shut down
units, or disconnecting the Power Plant, etc.
	 
	13.3.2	 	In case that the Power Plant or any of the units has to be disconnected, the
Power Dispatching Agency shall, after the termination or remedy of the Emergencies,
restore the connection and operation of the Power Plant or the unit.
	 
	13.3.3	 	The Power Dispatching Agency shall explain to Party B the reasons for
disconnecting the Power Plant or the unit after the accident.
	 
	13.4	 	The Party or Parties suffering from accident(s) shall carry out accident
investigation according to the Codes of Investigation on Electric Power Production
Accidents. The conclusions of the investigation shall include causes of accident,
responsible party for the accident and the responsibilities, and the counter measures
against accidents to prevent similar accidents. The responsible party for the accident
shall take the responsibilities according to the investigation conclusion, and
implement the counter measures against accidents in a timely fashion.
	 
	13.4.1	 	During the grid accident investigation 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 cooperate in the field investigation by providing accident analysis
materials such as the fault recording diagrams, the operating conditions at the time
of accident and relevant data, etc.
	 
	13.4.2	 	During the Power Plant accident investigation carried out by Party B, Party A shall be





40









 






	 	 	invited to participate when it is involved. Party A shall provide support to
the work of Party B and cooperate in the field investigation by providing
accident analysis materials such as fault recording diagram, the operating
conditions at the time of accident and relevant data, etc.
	 
	13.4.3	 	As for the accidents involving both the Power Plant and the power grid, if the
Parties cannot reach agreement within a short period of time on the cause of accident,
a special investigation panel shall be set up according to relevant regulations of the
State to carry out accident investigation.
	 
	13.4.4	 	The investigation report on the accident involving one Party or both Parties
shall be published, which shall cover causes of the accident, treatment progress of
the accident, responsible party for the accident and the liabilities, the
rectification plan and accident preventive measures, etc.
	 
	13.4.5	 	The responsible party for the accident shall timely correct the errors and
implement the rectification plan and accident preventive measures. In case the other
Party is involved in such rectification plan and preventive measures, the consent of
the other Party shall be obtained.





CHAPTER XIV FORCE MAJEURE





	14.1	 	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.




41









 






	 	(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.






	14.2	 	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).
	 
	14.3	 	The Parties affected by the Force Majeure shall take reasonable measures to
mitigate the losses incurred by either or both Parties caused by Force Majeure. The
Parties shall immediately consult with each other to formulate and implement a remedy
plan and reasonable alternative measures to 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.
	 
	14.4	 	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




42









 






	 	 	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 commencing from the date when the Force
Majeure event occurs, any Party shall be entitled to terminate this Agreement
with a notice to the other Party, unless otherwise provided herein.





CHAPTER XV LIABILITIES FOR BREACH OF CONTRACT





	15.1	 	Either Party’s violation of the provisions of this Agreement shall be deemed as a
breach of contract, and the other Party shall be entitled to require the breaching
Party to assume the liabilities for breach of contract.
	 
	15.2	 	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 15.3
hereof:






	 	(1)	 	Failure to perform the obligations provided in Chapter III, which has
caused direct economic losses to Party B.
	 
	 	(2)	 	Violation of the provisions of Clause 4.9, which has resulted in the
incapability of the Power Plant to generate power on schedule or normally or
caused direct economic losses to Party B.
	 
	 	(3)	 	Violation of the provisions of Clauses 5.3 and 5.4, which has resulted in
the incapability of the Power Plant to generate power on schedule or caused
direct economic losses to Party B.
	 
	 	(4)	 	Violation of the provisions of Clause 6.2, which has resulted in the
incapability of the Power Plant to generate power on schedule or caused direct
economic losses to Party B.




43









 







	 	(5)	 	Violation of the Dispatching Code for Electric Power System, which has
caused direct economic losses to Party B.
	 
	 	(6)	 	Requiring the Power Plant (units) by the Power Dispatching Agency to
conduct peak regulation, frequency modulation or voltage regulation beyond its
operation capacity or the provisions of this Agreement, which has caused direct
economic losses to Party B.
	 
	 	(7)	 	Setting or commanding error 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.
	 
	 	(8)	 	Occurrence of the events provided in Clause 9.4.3 hereof due to the
responsibilities attributable to Party A, causing direct economic losses to
Party B.
	 
	 	(9)	 	Due to the inappropriate treatment by Party A, the implementation of
provisions of Clause 13.3.1 has caused direct economic losses to Party B.
	 
	 	(10)	 	Malfunctions of the relay protection and automatic safety devices,
dispatching automation system and dispatching communication system caused by
Party A’s Reason, which has caused direct economic losses to Party B.
	 
	 	(11)	 	Other improper performance of Party A which has caused direct economic
losses to Party B.






	15.3	 	For each time of breach of contract, Party A shall assume the liabilities for
breach of contract in the following manners:






	 	(1)	 	Party A shall pay to Party B the liquidated damages in the lump sum of
RMB50,000 [27].
	 
	 	(2)	 	In case of any direct economic loss of Party B which cannot be fully
compensated by the lump-sum liquidated damages provided in Item (1) above, the
direct expenses of Party B for repairing equipments and restoring normal
operations shall be compensated.




44









 






	 	(3)	 	In case of any loss of the electricity output of Party B, the Parties shall
resort to the provisions of the Power Purchase and Sale Contract entered into
by the Parties.






	15.4	 	Party B, in case of any of the following breach of contract, shall assume the
liabilities for breach of contract to Party A in the manner provided in Clause 15.5:






	 	(1)	 	Failure to perform the obligations provided in Chapter III, which has
caused direct economic losses to Party A.
	 
	 	(2)	 	Failure to complete the preparations for grid connection according to the
provisions of Chapter IV hereof, which has caused direct economic losses to
Party A.
	 
	 	(3)	 	Violation of the provisions of Clauses 5.2 and 5.4, which has caused direct
economic losses to Party A.
	 
	 	(4)	 	Violation of the provisions of Clauses 6.1 and 7.1.1.
	 
	 	(5)	 	Abnormity or malfunction of the primary and secondary equipments of the
Power Plant related to the grid operation due to Party B’s Reason, which has
caused direct economic losses to Party A.
	 
	 	(6)	 	Failure to participate in the peak regulation, frequency modulation and
voltage regulation or reserve of the electric power system pursuant to
provisions of Clause 7.4.
	 
	 	(7)	 	Alteration of the maintenance duration due to Party B’s Reason, which has
caused direct economic losses to Party A.
	 
	 	(8)	 	Failure to report to the Power Dispatching Agency the real conditions of
the equipments of the Power Plant (such as generators, turbines, boilers and
electric equipments) and relevant facilities.
	 
	 	(9)	 	Failure of the relay protection and automatic safety devices of the Power
Plant to meet the standards specified in Clause 10.4, or malfunctions or
incorrect




45









 






	 	 	 	running of relay protection and automatic safety devices of the Power
Plant caused by Party B’s Reason, which has resulted in accidents or
expansion of accidents, and has caused direct economic losses to Party A.
	 
	 	(10)	 	Failure of the power dispatching automation system of the Power Plant to
meet the standards specified in Clause 11.4, or malfunctions of the power
dispatching automation system of the Power Plant caused by Party B’s Reason,
which has resulted in accidents or expansion of accidents, and has caused
direct economic losses to Party A.
	 
	 	(11)	 	Failure of the dispatching communication system of the Power Plant to meet
the standards specified in Clause 12.6, or malfunctions of the dispatching
communication system of the Power Plant caused by Party B’s Reason, which has
resulted in accidents or expansion of accidents, and has caused direct economic
losses to Party A.






	15.5	 	For each time of breach of contract, Party B shall assume the liabilities for
breach of contract in the following manners:






	 	(1)	 	Paying to Party A the liquidated damages in the lump sum of RMB50,000.
	 
	 	(2)	 	In case of any direct economic loss of Party A which cannot be fully
compensated by the lump-sum liquidated damages provided in Item (1) above, the
direct expenses of Party A for repairing equipments and restoring normal
operations shall be compensated.
	 
	 	(3)	 	In case of any loss of the electricity output of Party A, the Parties shall
resort to the provisions of the Power Purchase and Sale Contract entered into
by the Parties.






	15.6	 	In case of any of the following serious breach of contract of Party B, Party A
may take enforcement measures to the extent of disconnecting the Power Plant (units),
and Party B shall not be entitled to claim for compensations from Party A for any loss




46









 






	 	 	caused by such disconnection.






	 	(1)	 	The Power Plant arbitrarily starts up for grid connection or shut down for
disconnection without being approved by the Power Dispatching Agency.
	 
	 	(2)	 	In case of Emergencies, the Power Plant violates the provisions of Clauses
6.1 and 7.1.1.
	 
	 	(3)	 	In case of Emergencies, the Power Plant fails to report to the Power
Dispatching Agency the real conditions of the equipments of the Power Plant
(such as generators, turbines, boilers and electric equipments) and relevant
facilities.






	15.7	 	Unless otherwise provided in this Agreement, in case of any breach of contract,
the non-defaulting Party shall immediately notify the defaulting Party to stop
breaching the contract, and shall furnish a written notice as quickly as possible to
the breaching Party, demanding it to correct the breach of contract and assume the
liabilities therefrom pursuant to the provisions of this Agreement.
	 
	15.8	 	The breaching Party shall immediately take measures to correct as well as confirm
its breach of contract, and assume the liabilities therefrom pursuant to the
provisions of this Agreement.






	 	(1)	 	The lump-sum liquidated damages shall be paid within 15 days after the
breach of contract has been confirmed.
	 
	 	(2)	 	The portion of direct economic losses exceeding the lump-sum liquidated
damages shall be paid within 30 days after the confirmation of the losses.
	 
	 	(3)	 	In case of breach of contract concerning the electricity output, the
Parties shall resort to the provisions of the Power Purchase and Sale Contract
entered into by the Parties.





47









 






	15.9	 	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 time limit specified herein, the other Party may require it to assume
the liabilities for breach of contract.





CHAPTER XVI EFFECTIVENESS AND VALID TERM





	16.1	 	This Agreement shall come in effect upon being signed by the legal
representatives or authorized agents of both Parties and affixed with their official
seals.
	 
	16.2	 	The valid term of this Agreement shall be one (1) year.
	 
	16.3	 	Within one (1) month before the expiration of this Agreement, both Parties shall
negotiate with each other about the renewal of this Agreement. Without any objection,
this Agreement shall be renewed and the valid term shall still be one year, otherwise
the Parties shall execute a new grid connection and dispatching agreement, and this
Agreement shall be terminated.





CHAPTER XVII ALTERATION, ASSIGNMENT AND TERMINATION

OF THIS AGREEMENT





	17.1	 	Any modification, amendment or supplement to this Agreement must be conducted in
written form, and the conditions for effectiveness shall be the same as those
specified in Clause 16.1.




48









 












	17.2	 	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.
	 
	17.3	 	Within the valid term of this Agreement, both Parties agree to adjust or amend
this Agreement if any of the following events occurs:






	 	(1)	 	Alteration of relevant laws and regulations, rules and policies of the State;
	 
	 	(2)	 	Any clause of this Agreement conflicting with any relevant compulsory
rules, measures and regulations issued by the State electric power regulatory
authority or local governmental authority.






	17.4	 	Termination of Agreement
	 
	 	 	In the event that any of the following events occurred to either Party, the
other Party shall be entitled to terminate this Agreement after serving a
notice of termination:






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





CHAPTER XVIII DISPUTE RESOLUTION





	18.1	 	Any dispute arising out of performance of this Agreement or any dispute in
relation to this Agreement shall be firstly resolved by the Parties through
consultations, or submitted to the power regulatory agency for mediation. If the
disputes cannot be resolved through consultation or mediation, the Parties shall
select Item (1) from the




49









 






	 	 	following two methods to resolve the disputes [28]:






	 	(1)	 	Both Parties agree to submit the dispute to Lishui Arbitration Committee
for arbitration in accordance with its prevailing arbitration rules. The
arbitration award shall be final and binding on the Parties to this Agreement.
	 
	 	(2)	 	Either party may submit the dispute to the People’s Court for settlement
through litigation procedures.





CHAPTER XIX APPLICABLE LAW





	19.1	 	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 XX MISCELLANEOUS





	20.1	 	Confidentiality
	 
	 	 	Both Parties warrant to maintain confidential all information and documents
which are procured from the other Party and could not be procured from public
channels. 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.
	 
	20.2	 	Appendices to this Agreement [29]
	 
	 	 	Appendix I: Diagram for the Grid Connection Points





50









 






	 	 	Appendix II: Technical Parameters of the Power Plant
	 
	 	 	Appendix III: Division of Dispatching Range for the Power Plant’s Equipments
	 
	 	 	The Appendices to this Agreement (including the Special Provisions) shall
constitute an integral part of this Agreement, and shall have the same legal
effect as this Agreement. In case of any discrepancy 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, the Parties shall, on the principle of good faith, consult
with each other to make determinations according to the purpose of this
Agreement.
	 
	20.3	 	Entire Agreement
	 
	 	 	This Agreement (including the Special Provisions) and the appendices hereto
constitute the entire agreement between the Parties pertaining the subject
matter of this Agreement, and shall replace all discussions, negotiations,
contracts and agreements conducted by both Parties in respect of this
Agreement.
	 
	20.4	 	Notification and Service
	 
	 	 	Any notification and 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. 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.





51









 








Party A: Lishui Electric Power Dispatch & Communication Center





	 	 	 
	Attention:

	 	Lin Li Hong
	 
	 	 
	Telephone Number:

	 	0578-2101979 
	 
	 	 
	Facsimile Number:

	 	0578-2101978 
	 
	 	 
	Zip Code:

	 	323000 
	 
	 	 
	E-mail:

	 	lin_li hong@ls.zpepc.com.cn
	 
	 	 
	Mail address:

	 	No. 699, Zhongdong Road, Lishui City









Party B: Zhejiang Province Jingning Yingchuan Hydroelectric Development Co., Ltd.






	 	 	 
	Attention:

	 	Zhang Hong
	 
	 	 
	Telephone Number:

	 	13506503353 
	 
	 	 
	Facsimile Number:
	 	 
	 
	 	 
	Zip Code:

	 	323000 
	 
	 	 
	E-mail:
	 	 
	 
	 	 
	Mail address:

	 	No.422, Huayuan Road, Lishui City









	20.5	 	Waiver
	 
	 	 	Either Party’s failure to waive any of its rights under this Agreement through
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 operate as
having waived or will waive any of its rights under this Agreement in the
future.
	 
	20.6	 	Continuing Effect
	 
	 	 	The provisions with respect to arbitration and confidentiality of this
Agreement shall remain effective after the termination of this Agreement.




52









 












	20.7	 	Text
	 
	 	 	This Agreement comprises                     pages, and shall be signed in six (6)
counterparts. Each Party shall hold two counterparts, and two counterparts
shall be filed with State Electricity Regulatory Commission, East China
Electricity Regulatory Bureau, Hangzhou Office.




53









 












	 	 	 
	Party A (Stamp):	 	Party B (Stamp):
	 
	 	 
	Lishui Electric Power Bureau

	 	Zhejiang Province Jingning Yingchuan Hydroelectric
Development Co., Ltd.
	 
	 	 
	Legal representative: Du Xiao Ping
	 	 
	 
	 	 
	 

	 	Legal representative: John D. Kuhns
	 
	 	 
	or
	 	 
	 
	 	 
	 

	 	or
	 
	 	 
	Authorized Agent:
	 	 
	 
	 	 
	 

	 	Authorized Agent:
	 
	 	 
	Signing Date: 2008
	 	 
	 
	 	 
	 

	 	Signing Date: November 20, 2008
	 
	 	 
	Signing Place: Lishui City, Zhejiang Province
	 	 
	 
	 	 
	 

	 	Signing Place: Lishui City, Zhejiang Province






54









 





SPECIAL PROVISIONS




Dispatching for the Reservoir of the Power Plant [31]





	1.1	 	Characteristics and Basic Parameters of Reservoir
	 
	1.1.1	 	The regulating characteristic of the Power Plant’s reservoir is: runoff
reservoir/ daily regulating reservoir/ weekly regulating reservoir/ seasonal
regulating reservoir/ annual regulating reservoir/ multi-year regulating reservoir.
	 
	1.1.2	 	Basic Parameters






	 	(1)	 	Control drainage area: 199 square kilometers (km2).
	 
	 	(2)	 	Normal storage level and corresponding reservoir capacity: 555.0 m,
30,380,000 cubic meters (m3).
	 
	 	(3)	 	Dead water level and corresponding reservoir capacity: 518.0 m, 4,810,000
cubic meters (m3).
	 
	 	(4)	 	Designed flood level and corresponding reservoir capacity: 557.66 m,
33,440,000 cubic meters (m3).
	 
	 	(5)	 	Check flood level and corresponding reservoir capacity: 560.81 m,
37,310,000 cubic meters (m3).
	 
	 	(6)	 	Top level of flood control: ___m.
	 
	 	(7)	 	Beginning water level in flood season: ___m.






	1.1.3	 	Reservoir Capacity






	 	(1)	 	Total reservoir capacity: 37,310,000 cubic meters
(m3).
	 
	 	(2)	 	Flood control capacity: ___
cubic meters (m3).
	 
	 	(3)	 	Usable storage:
25,570,000 cubic meters (m3).
	 
	 	(4)	 	Other
parameters:                     .




55









 













	1.1.4	 	Flow






	 	(1)	 	Designed Flood: ___ cubic meters/s (m3/s).
	 
	 	(2)	 	Check Flood: ___ cubic meters/s (m3/s).
	 
	 	(3)	 	Designed Maximum Discharged Flow: ___ cubic meters/s
(m3/s).
	 
	 	(4)	 	Designed Maximum Discharged Flow: ___
cubic meters/s (m3/s).
	 
	 	(5)	 	Maximum. Power Generation
Flow: 25.52 cubic meters/s (m3/s).






	1.1.5	 	Reservoir water level variation range of Jingning Yingchuan Hydropower Station
during the power generation period is: 518.0 m to 555.5 m.
	 
	1.2	 	Reservoir Dispatching Range
	 
	 	 	The specific dispatching range shall be determined by both Parties hereto
according to the actual conditions of the Power Plant operation and the
reservoir.
	 
	1.3	 	Principles of Reservoir Dispatching






	 	(1)	 	According to relevant laws and regulations and the reservoir dispatching
codes, carrying out proper dispatching of the reservoir and ensuring the
safety operation of the reservoir.
	 
	 	(2)	 	Carrying out dispatching in strict accordance with the project designed
flood control principle, ensuring the safety of the complex project and
meeting the upstream and downstream flood control standards.
	 
	 	(3)	 	Making full use of water energy resources and developing the
comprehensive utilization effect of the reservoir.






	1.4	 	Basic Requirements for Reservoir Dispatching






	 	(1)	 	Party B shall provide the design documents, operation statistic data and
operation summary of the Power Plant according to the requirements of Party
A.
	 
	 	(2)	 	The Power Plant shall provide the annual scheme for passing the flood
season to the Power Dispatching Agency before April 20 of each year, pay
close




56









 






	 	 	 	attention to the meteorological changes in the drainage area during the
flood season, timely provide information on the water conditions and
relevant conditions concerning flood control, and make proper short-term
flood prediction. In case of material flood or disastrous climate, Party B
shall notify Party A in a timely manner.
	 
	 	(3)	 	Party B shall transmit real time operation information of the reservoir
and the unit according to the requirements of Party A.
	 
	 	(4)	 	The water level of the reservoir shall be controlled according to the
designed dispatching diagram or the reservoir water level fluctuation plan
determined by both Parties through consultations, to ensure that the Power
Plant shall not operate when the water level falls below the designed dead
water level. Generally, the reservoir water level at the end of flood season
of each year should reach the normal storage level.
	 
	 	(5)	 	On the premise of ensuring the dam safety of the Power Plant and the
equipment safety of the Power Plant, the comprehensive effectiveness of the
Power Plant and its frequency modulation, peak regulation and the standby for
accident functions on the power grid should be brought into full play.
	 
	 	(6)	 	Both Parties shall cooperate with each other and take joint endeavors to
make full use of water resources and generate more power with less water
wasted. In case of contradictions between the reservoir safety and
utilization, the former shall be given the priority.





57









 







APPENDIX I: DIAGRAM FOR GRID CONNECTION POINTS





	1.	 	The equipments and units installed at the metering points, the property right
owners, the operation maintenance Party and the dispatching Party are indicated
(omitted)
	 
	2.	 	Zones and equipments owned by Party A in the diagram (omitted)
	 
	3.	 	Zones and equipments owned by Party B in the diagram (omitted)





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.	 	Generator Type	 	(MVA)	 	(MW)	 	Factor	 	(r/min)
	1
	 	SF-20-10/3250	 	 	25.0	 	 	 	20	 	 	 	0.8	 	 	 	600	 
	2
	 	SF-20-10/3250	 	 	25.0	 	 	 	20	 	 	 	0.8	 	 	 	600	 







	2.	 	Connection lines between the Power Plant and the power grid of
Party A






	 	(1)	 	Name of the line: Chuanning No.1085 Line.
	 
	 	(2)	 	Voltage
level: 110 kV.






	3.	 	Other technical parameters for the Power Plant will be provided by Party B
accurately according to the design parameters for the equipments and the
connection commissioning results [32].
	 
	3.1.	 	Normal Operation Output Range
	 
	 	 	The maximum output for the normal operation if the three units of the Power Plant
shall be 120% of the rated capacity, and the minimum output for the normal
operation shall be 35% of the rated capacity.




58









 













	 	 	Or the operation output range of the units shall be: from 35% to 120% of the
rated capacity; ___% to ___% of the rated capacity; and ___% to ___% of
the rated capacity.
	 
	3.2.	 	Under the special condition of ___ of the power grid, the minimum output of
the ___ units of the Power Plant is ___% of the rated capacity;
	 
	3.3.	 	Power regulation rate of units during normal operation






	 	 	 	Unit ___ is 8 MW/min.
	 
	 	 	 	Unit ___ is ___MW/min.






	3.4.	 	The shortest duration for the units from receiving a dispatching instruction to
reaching the output for connection or from zero output to the rated output is:






	 	 	 	Fossil-fired units:
	 
	 	 	 	Cold startup (boiler in cold standby)___h.
	 
	 	 	 	Cold startup (boiler in hot standby)___h.
	 
	 	 	 	Warm startup (the unit is disconnected from the grid within ___h
)___h.
	 
	 	 	 	Hot startup (the unit is disconnected from the grid within
___h)___h.
	 
	 	 	 	Hydropower and pumped storage units: 0.5 h.
	 
	 	 	 	Other types of units: ___h.






	3.5.	 	The shortest shutdown duration from full load output to zero load after receiving
a dispatching instruction: 0.5h.
	 
	3.6.	 	The shortest shutdown duration from disconnection of units to reconnection with
the grid: 0.5h.
	 
	3.7.	 	The shortest shutdown time for the Power Plant’s units to operate at the lowest
or above operation level after it has reached the lowest or above operation level:
___h.
	 
	3.8.	 	The under-excitation degree for the two units is cos£0.95.
	 
	3.9.	 	Other technical parameters necessary to be specified as deemed by both Parties [33]: ___.




59









 













	4.	 	The Operation modes restricted or not recommended by the equipment manufacturers:






	 	(1)	 	Unit ___ should not operate in phase modulation under ___ condition.
	 
	 	(2)	 	Unit ___ should not
operate in frequency regulation under ___ condition.






	 	 	 	Other inappropriate operation modes:                                         .






	5.	 	When the Power Plant has been put into commercial operation, if Party B finds
any change in the operation parameters of the units which fail to meet the
technical indicators as set out in Item 3 above and need modifications,
explanations shall be made to the Power Dispatching Agency and a testing report
confirmed by a qualified agency shall be submitted.





APPENDIX III: DIVISION OF DISPATCHING RANGE OF POWER PLANT EQUIPMENTS





	1.	 	The range of direct dispatching by the Power Dispatching Agency after the
connection of the Power Plant






	 	(1)	 	#1 - #2 generator units
	 
	 	(2)	 	Output and line maintenance for the primary equipments of #1 - #2 units
	 
	 	(3)	 	Relay protection and automatic safety devices related to the operation of the
grid of Party A
	 
	 	(4)	 	Dispatching automation and communication facilities related to the
dispatching operations of Party A
	 
	 	(5)	 	Other facilities deemed by Power Dispatching Agency as related to the safety
of the grid.






	2.	 	The licensing dispatching range of the Power Dispatching Agency after the
connection of the Power Plant





60









 






	 	(1)	 	#1 and #2 main transformers and the main transformer tap changer
positions’ main transformers 110kKV neutral point grounding knife-switch.
	 
	 	(2)	 	110KV busbar and above equipments
	 
	 	(3)	 	Operation and outage rate of units.






	[1]	 	In formal text of this Agreement, all numerals, percentages and periods shall be
definitive so as to avoid any dispute arising therefrom.
	 
	[2]	 	In the “Model Form”, the symbol “/” means both Parties concerned should make
selection of the content on the wavy lines in accordance with the actual situation
(except for calculation formulas).
	 
	[3]	 	The statement on procuring the Power Transmission Permit is applicable to the
areas where the regulations of Power Transmission Permit have been implemented. The
same as below.
	 
	[4]	 	The statement on procuring Power Generation Permit is applicable to the areas
where the regulations of Power Generation Permit have been implemented. The same as
below.
	 
	[5]	 	In case the verified capacity of the units does not conform to the nameplate
capacity, the verified capacity approved by the relevant authority of the State shall
prevail. The same as below.
	 
	[6]	 	For a hydropower station, it should include water conditions and navigation, etc.
restricting on the unit output.
	 
	[7]	 	It means the grid operated and managed by Party A.
	 
	[8]	 	It shall be determined as 70%~80% of the average of Actual Planned Outage Hours
for the previous three years of the units of the same type on the same grid.
	 
	[9]	 	It shall be determined as 70%~80% of the average of Actual Equivalent Unplanned




61









 






	 	 	Outage Hours for the previous three years of the units of the same type on the
same grid.
	 
	[10] 	 	It is also called as the Grid Dispatching Code.
	 
	[11] 	 	Some typical events of Force Majeure are listed here, and both Parties may select
according to the actual local conditions.
	 
	[12] 	 	These refer to the counter measures against accidents to prevent equipment
flashover, electric misoperation and malfunction or missing operation of relay
protection and automatic safety devices. The same as below.
	 
	[13] 	 	The Units equipped with AGC shall include AGC and the units equipped with AVC
shall include AVC.
	 
	[14]	 	The energy metering devices already in operation shall be technically certified
on their technical performance and management conditions by an energy metering testing
agency recognized by the national metering administration authority and confirmed by
both Parties; for items not meeting the specification, renovation shall be made within
specified time agreed by both Parties through consultations.
	 
	[15]	 	Any special requirements on the timing of providing documents may be separately
agreed by the Parties.
	 
	[16]	 	Subject to the approval by the Power Dispatching Agency, complete filing is
acceptable.
	 
	[17]	 	If otherwise provided by the Dispatching Code for Electric Power System, such
provisions shall be complied with.
	 
	[18]	 	In the event that the Power Dispatching Agency cannot arrange such overhaul
within a short time considering the needs of grid operation, both Parties shall
negotiate with each other to determine the measures to prevent accidents and
procedures to handle accidents according to the provisions of the Dispatching Code for
Electric Power System.
	 
	[19]	 	If Party B is a hydropower plant, the Power Dispatching Agency shall take into
account the incoming water to the reservoir.




62









 







	[20] 	 	Any discrepancy between the Parties during the coordination shall be handled on
the principle of partial interests following the overall interests.
	 
	[21]	 	In case the other Party is involved, the confirmation of both Parties must be procured.
	 
	[22] 	 	Operation ratio of main protection = duration for main protection devices in
operation / statistic period duration for main protection devices. The same as below.
	 
	[23] 	 	The availability for fault recording = times of available fault recording /times
to be assessed. The same as below.
	 
	[24] 	 	The standards for transmission and operation of AGC or AVC signals between the
Power Plant and the Power Dispatching Agency shall be determined by both Parties
through consultation or according to the general rule of the local area/ province
(autonomous region or municipality).
	 
	[25] 	 	Service factor of communication circuit = {1 – S[number of interrupted circuits
×duration of circuit malfunction (min)]/ [actual number of circuits × calendar time of
the whole month (min)]}×100%.
	 
	[26] 	 	Equipment service factor = {1 –  S[number of interrupted circuits ×duration of
equipment malfunction at local end (min)]/ [number of circuits configured × calendar
time of the whole month (min)]}×100%.
	 
	[27] 	 	Upon agreement by both Parties, a variety of forms may be selected such as
electricity output compensation. The same as below.
	 
	[28] 	 	Only one option may be selected.
	 
	[29] 	 	When executing the formal agreement, the appendices shall be complete, accurate
and clear and without omission.
	 
	[30] 	 	It refers to the corresponding branch of the national electric power regulatory
authority in the area where the Power Plant (units) is located.
	 
	[31] 	 	In case of a hydropower plant, provisions on reservoir dispatching shall be added
in the Agreement, and necessary special provisions can be added as required for other
types of power plants such as those of pumped storage, nuclear power, cogeneration of
heat




63









 






	 	 	and power and multi-resources power plants.
	 
	[32] 	 	For a power plant with different types of units, the technical parameters of
different units shall be indicated respectively as per the contents listed in this
article in the actual application of the agreement.
	 
	[33] 	 	Other technical parameters shall include the voltage level in normal operation
mode, voltage level under Emergencies, frequency, rated power factor of the generator,
range of operation power factor and maximum number of startups of the unit, etc. For
any of the above parameters requiring adjustment according to the change of operation
mode, the successive modifications may be included as appendices to the Agreement in
the course of performance.





64









 










	Denomination Diagram for the Primary Equipments of Yingchuan Hydropower Station (IXX)
Chuanning Chuanning Chuanning Yingcong Yingmao Luying Yingnan 1085 Chuanning 3828 line 3827
line 3826 line 3829 line busbar 1085 line knife- 1085 1085 line knife- PT Longying 1087 Jingning
switch Switch switch breaker Yingcong 3828 line isolation contactor Substation Chuanning 1085
line Yingcong 3828 line grounding knife-switch Chuanning 1085 line Yingcong 3828 line arrester
grounding knife-switch Yingcong 3828 line PT high-voltage fuse Chuanning Chuanning Chuanning 1085
line arrester 110KV Chuanning 1085 line PT Yingcong 3828 line PT 110KV Chuanning Chuanning
Chuanning 1085 line Chuanning 1085 line arrester Yingcong 3828 line contactor knife-switch
Yingcong 3828 breaker            Chuanning 1085 breaker            Yingcong 3828 busbar contactor Section
Chuanning 1085 breaker busbar side            Chuanning 1085 busbar knife-switch 35KV busbar by-pass
grounding knife-switch 110KV busbar 1085 1085 busbar 1085 line 2# main transformer 35 KV 35 KV
busbar arrester II 110KV busbar PT knife-switch 2# main transformer 110 KV busbar knife-switch
switch switch breaker busbar contactor 35 KV busbar PT busbar grounding 1# main transformer 110 KV
busbar knife-switch 2# main transformer 110 KV breaker busbar side 2# main transformer 35 KV
contactor 110KV busbar PT grounding knife-switch 1# main transformer 110 KV breaker busbar
grounding knife-switch breaker 35 KV busbar PT            side grounding knife-switch 2# main transformer
110 KV breaker busbar 110KV busbar arrester 2# main transformer 35 KV high voltage fuse 1085
by-pass knife- 1# main transformer 110 KV breaker 2# main transformer 110 KV breaker main 110KV
busbar PT switch transformer side grounding knife-switch breaker main transformer 1# main
transformer 110 KV breaker 2# main transformer 110 KV main transformer contactor 35 KV busbar PT
1# main transformer line side main transformer side grounding 2# main knife-switch grounding
knife- 110KV main transformer knife-switch knife-switch 2# main transformer 35 KV grounding 2# main
transformer 35 KV side side switch transformer knife-switch grounding 2# main transformer 35 KV
side arrester PT high voltage fuse 2# main transformer 110 KV 1# main neutral point arrester 1#
main transformer 110KV neutral point arrester transformer 2# main transformer 110 2# main
transformer 35 KV side 1# main transformer 110KV neutral point grounding knife-switch KV neutral
point grounding 2# main transformer 35 KV contactor PT            knife-switch 1# main transformer 10 KV
side arrester 1# main transformer 10 KV 2# main transformer knife- side grounding knife-switch 10
KV side PT high 2# main transformer 10 KV side grounding voltage fuse knife- switch 1# main
transformer 10 KV side PT high voltage fuse knife-switch 1# main transformer 10 KV side PT 1# main
transformer 10 KV breaker 2# main transformer 10 KV breaker main transformer switch main
transformer contactor 2# main transformer 10 contactor 1# main transformer 10 KV breaker KV side
PT 2# main transformer 10 KV breaker 10 KV section I busbar 1# main transformer 10 KV breaker 2#
main transformer 10 2# main transformer 10 KV breaker busbar contactor busbar contactor KV side
arrester 10 KV busbar section I arrester 10 KV section II busbar 10 KV section I busbar PT
contactor 10 KV section I busbar PT high voltage fuse 10 KV section I busbar PT Reservoir area
Backup I Backup III 1# plant 101 line Backup II 10 KV section II busbar PT Life 102 line
transformer 2# plant 1# Unit 2# Unit transformer





65









 









	Denomination Diagram for the Primary Equipments of Jingning Substation switch fuse switch
voltage switch arrester PT PT knife-switch (NEW) (NEW) grounding busbar busbar Shangning 1083
line (Former Hening PT high PT arrester Yunning1084 line Chuanning 1085 line 1082 line)
Hening 1082 line busbar busbar busbar switch knife- r Hening 1086 line II II busbar
breake Yunning 1084 line grounding knife-switch Yungning 1084 line PT II II            Shangning 1083 line
grounding II section section section KVsection section knife- knife-switch Hening 1082 line PT
switch 3202 3202 3202 line knife- 3202 line 3202 line 3202 line PT knife- 3202 line PT high 3202
line PT fuse grounding Jingning 1084 Yunjing Yunjing Yunjing Yunjing Yunjing Yunjing Yunjing
Yunjing voltage 110 KV by pass busbar 1# main transformer 110 KV BP line grounding KV KV 110KV by
pass busbar arrester knife-switch 35 35 KV 35 KV 35 35 knife- 1# main transformer 110 KV main
knife-switch transformer grounding knife-switch 110 KV BP breaker BP busbar knife-switch Shangning
1083 BP knife-switch 1# main transformer 110 KV main Yunning 1084 BP knife-switch 2# main
transformer 110 KV BP Hening 1082 BP knife-switch 110 KV 110 KV BP breaker BP busbar side
Shangning 1083 BP knife-switch transformer knife-switch Yunning 1084 BP knife-switch
knife-switch Hening 1082 BP knife-switch Yunning 3202 line grounding knife-switch Shangning 1083
breaker BP side 1# main transformer 110 KV breaker main Yunning 1084 breaker BP side 2# main
transformer 110KV main Hening 1082 breaker BP side across-the-line 110 KV BP breaker grounding
knife-switch transformer side grounding knife-switch grounding knife-switch transformer
grounding knife-switch grounding knife-switch knife-switch 110 KV BP breaker busbar side
grounding Shangning 1083 breaker 1# main transformer 110 KV breaker Jingning 1084 breaker 2# main
transformer 110 KV main Hening 1082 switch knife-switch Shangning 1083 breaker busbar side 1#
main transformer 110 KV breaker Jingning 1084 breaker busbar side transformer knife-switch Hening
1082 switch busbar side 110 KV BP breaker busbar knife-switch grounding knife-switch busbar side
grounding knife-switch grounding knife-switch 2# main transformer 110 KV breaker grounding
knife-switch 110 KV section II busbar Shangning 1083 busbar knife-switch 1# main transformer 110 KV
buabar Jingning 1084 buabar knife-switch main transformer side grounding Hening 1082 busbar
knife-switch transformer transformer transformer busbar 110 KV section I busbar knife-switch
knife-switch main 2# main transformer 110 KV breaker 1# main transformer 110 KV arrester 2# main
transformer 110 KV arrester 110 KV section II breaker Jingbo 3823 line 110 KV section I busbar PT
2# main transformer 110 KV breaker            switch switch 110 KV section I busbar PT knife-switch
busbar side grounding knife-switch 110 KV section II busbar PT busbar PT knife-switch
transformer 1# main transformer 35 KV neutral 2# main transformer 35 KV neutral 2# main transformer
110 KV busbar grounding knife-switch KV KV grounding knife-switch knife-switch point arc
suppression reactor point arc suppression reactor 110 KV section I busbar arrester 110 KV section I
busbar PT knife-switch knife-switch 110 KV section II busbar arrester 110 KV section 2# main 35
knife- 2# main 35 KV 2# main 35 knife-II busbar PT 35 KV arc suppression reactor Backup II 2# main
transformer 35 KV neutral point busbar 1# main transformer 110 KV neutral point 1# main
transformer arrester 35 KV neutral point grounding knife-switch arrester 2# main transformer 110
KV neutral II point grounding knife-switch 2# main transformer 35 KV arrester section 1# main
transformer 110 KV 2# main transformer 110 KV neutral point arrester branch branch branch neutral
point arrester          
 switch 1# main transformer 35 KV arrester switch 5 KV 1# main transformer 10 10
KV section II busbar PT 2# main transformer 10 KV arrester busbar busbar busbar 1# main
transformer 10 KV arrester 3 KV main transformer 10 KV section II busbar PT 10 KV section I busbar
PT knife-switch high voltage fuse 2# main transformer 10 KV main I knife- II knife-1# main
transformer 10 10 KV section II busbar transformer knife-switch 10 KV section I 1# substation
transformer breaker 10 KV section I busbar PT KV breaker arrester            KV section KV KV section
high voltage fuse busbar arrester 1# main transformer 10 10 KV section II busbar PT 2# main
transformer 10 KV breaker 35 35 35 10 KV section I busbar PT KV busbar knife-switch knife-switch
2# main transformer 10 KV busbar KV KV knife-switch 10 KV section I busbar 10 KV section II busbar
knife-switch 10 KV busbar 35 35 Chengbei 195 branch section I knife-switch 4# capacitor busbar
switch busbar knife-switch 35 KV main transformer transformer 10 KV busbar knife-switch            Backup
I Chengbei 195 branch breaker transformer switch breaker 10 KV busbar 4# capacitor breaker
-knife branch section II 4# capacitor line knife-switch — Chengbei 195 line            knife knife-switch
transformer knife-switch            Jingdong 3824 line Chengbei 195 main breaker 2# main main busbar
line arrester Substation 1# 1# 1# Chengbei Dajun Zhongwei Baian Waishe Kuangshan 2# Xincheng 1#
2# Dachikeng Puyang Zhangchun Steel Jingmao 3822 line 1# Capacitor paper paper 3# 4# Capacitor
Capacitor Capacitor PT PT busbar PT plant            busbar busbar busabr            transformer switch
plant plant I I I I            section I PT 189 line section section section 193 line            fuse 187
line 184 line knife- section
switch voltage 195 line 191 line 183 line busbar 185 line 182 line 188 line grounding 186 line r
181 line 180 line            KV KV KV arreste KV I 35 knife- 35 35 35 high 35 KV section 5 KV 3






66