EX-10.18






Exhibit 10.18




JOINT VENTURE CONTRACT AMONG FOREIGN

INVESTORS




FOR




SANMING ZHONGYIN BANZHU HYDROELECTRIC

CO., LTD.




February 2009




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	CHAPTER 1 GENERAL PROVISIONS
	 	 	3	 
	 
	 	 	 	 
	CHAPTER 2 REGISTERED CAPITAL AND TOTAL AMOUNT OF INVESTMENT

	 	 	3	 
	 
	 	 	 	 
	CHAPTER 3
NAME, CAPITAL CONTRIBUTION AND EQUITY INTEREST PROPORTION OF SHAREHOLDERS
	 	 	4	 
	 
	 	 	 	 
	CHAPTER 4 SHAREHOLDERS’ MEETING
	 	 	5	 
	 
	 	 	 	 
	CHAPTER 5 BOARD OF DIRECTORS
	 	 	5	 
	 
	 	 	 	 
	CHAPTER 6 SUPERVISORS
	 	 	7	 
	 
	 	 	 	 
	CHAPTER 7 GENERAL MANAGER
	 	 	8	 
	 
	 	 	 	 
	CHAPTER 8 EQUITY INTEREST TRANSFER
	 	 	9	 
	 
	 	 	 	 
	CHAPTER 9 FINANCIAL AFFAIRS AND ACOUNTING
	 	 	9	 
	 
	 	 	 	 
	CHAPTER 10 TRADE UNION
	 	 	10	 
	 
	 	 	 	 
	CHAPTER 11 DURATION, DISSOLUTION AND LIQUIDATION
	 	 	11	 
	 
	 	 	 	 
	CHAPTER 12 MISCELLANEOUS
	 	 	12	 






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CHAPTER 1 GENERAL PROVISIONS




	 	 	 
	Article 1

	 	For the purpose of regularizing the corporate organization and actions, protecting the
lawful rights and interests of the Company, shareholders and creditors, in accordance
with the Company Law of the People’s Republic of China
(the “Company Law”), the Law of
the People’s Republic of China on Wholly Foreign-Owned
Enterprises (the “WFOE Law”)
and other relevant laws and regulations of the People’s Republic of China (hereinafter
referred to as the “PRC”), and in light of the actual conditions of the Company, this
contract is hereby amended on the principle of mutual benefit and friendly
consultations (hereinafter referred to as this “Contract”).
	 
	 	 
	Article 2

	 	Name of the Company: Sanming Zhongyin Banzhu Hydroelectric Co., Ltd. (hereinafter
referred to as “the Company”).
	 
	 	 
	Article 3

	 	Domicile of the Company: Building
160, Qianlong New Village, Xinshi North Road, Sanming City, Fujian Province.
	 

	 	 
	 

	 	Zip Code: 365000
	 
	 

	 	Facsimile Number: 0598-8202031
	 
	 	 
	Article 4

	 	The legal form of the Company shall be a limited liability company. The liability of
the shareholders for the debts of the Company shall be limited to its respective
subscribed contribution to the registered capital, and the Company shall assume
liabilities with all of its assets for its debts of the Company. The Company shall
enjoy all property rights of legal person formed by the investment by shareholders,
and shall become the legal enterprise entity that enjoys civil rights and bears civil
liabilities according to law. All activities of the Company shall comply with relevant
provisions of the PRC laws, decrees and regulations, and all rights and interests of
the Company shall be protected by the laws of the PRC.
	 
	 	 
	Article 5

	 	In conducting business operations, the Company shall comply with the laws and
administrative regulations, social morality and business morality. It shall act in
good faith, accept the supervision of the government and the public, and bear social
responsibilities.
	 
	 	 
	Article 6

	 	Any contract involving the Company shall have binding force on its shareholders,
directors and senior management personnel.
	 
	 	 
	Article 7

	 	The qualifications and obligations of the directors and senior management personnel
shall conform to the relevant provisions of the Company Law.






CHAPTER 2 REGISTERED CAPITAL AND TOTAL AMOUNT OF INVESTMENT




	 	 	 
	Article 8

	 	The amount of the Company’s registered capital shall be US$24.2 million.
	 
	 	 
	Article 9

	 	The total amount of investment of the Company shall be US$48 million.
	 
	 	 
	Article 10

	 	The business scope of the Company shall be: the construction and operation of Banzhu Hydropower Station.






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	Article 11

	 	The purpose of operating the Company is adopting advanced and applicable technology
and scientific management methods to generate and sell electric power, so as to satisfy
the power requirements of the society and improve the economic results and ensure
satisfactory economic benefits for each investor.
	 
	 	 
	Article 12

	 	The production scale of the Company shall be: a hydropower station with a capacity
of 3  ́
 15,000 kwh and the sending project and the auxiliary shipping project (with a
navigation passing capacity of 300 tons).







CHAPTER 3 NAME, CAPITAL CONTRIBUTION AND EQUITY INTEREST PROPORTION OF SHAREHOLDERS




	 	 	 
	Article 13

	 	Name and Domicile of Shareholders







	 	1.	 	China Hydroelectric Corporation
(“” in Chinese, hereinafter referred to as
“Party A”), which was registered and established in Cayman Islands with the legal
address at 558 Lime Rock Road, Lime Rock, Connecticut 06039, and the authorized
representative of which is John D. Kuhns.
	 
	 	2.	 	China Hydroelectric Corporation (Hong Kong) Limited
(“” in Chinese,
hereinafter referred to as “Party B”), which was registered and established in Hong
Kong, with the legal address at 41st Floor, Bank of China Tower, 1 Garden
Road, Central, Hong Kong, and the authorized representative of which is John D.
Kuhns.
	 
	 	3.	 	Sunpower Asia Limited (hereinafter referred to as “Party C”), which was
registered and established in Hong Kong, with the legal address at 5th
Floor, Yihe Building, No.1 of Kangle Square, Central, Hong Kong, the telephone
number; 00852-25263336, the facsimile number:00852-28459294, and the authorized
representative of which is Tie Li.





	 	 	 
	Article 14

	 	Forms and Proportions of Capital Contribution: the registered capital of the
Company shall be US$24.2 million. 



Party A shall contribute in cash in the amount of US$5.72
million, representing twenty-three point six four percent (23.64%) of the registered capital
of the Company;
	 
	 	 
	 

	 	Party B shall contribute in cash in the amount of US$16.28 million, representing
sixty-seven point two seven percent (67.27%) of the registered capital of the
Company;
	 
	 	 
	 

	 	Party C shall contribute in cash in the amount of USD 2.2 million, representing nine
point zero nine (9.09%) of the registered capital of the Company.
	 
	 	 
	 

	 	The registered capital of the Company shall be paid by the Parties in accordance
with the provisions of the Company Law and the WFOE Law. The capital contribution of
the acquiring shareholder shall be paid up within ninety (90) days after the equity
interest transfer contract has been approved by the competent authority. Twenty
percent (20%) of the increased registered capital shall be paid prior to the
issuance of the business license of the wholly foreign-owned enterprise, and the
balance of the increased registered capital shall be paid up within two (2) years
from the issuance date of the business license of the wholly foreign-owned
enterprise. The Company shall issue the capital contribution certificates within ten
(10) days pursuant to the approved equity interest alteration materials.






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	 	The capital contribution certificates shall specify the follows: the name of the
Company, the establishment date, the names of the shareholders, the amount of the
capital contribution, the date when the capital contribution is made and the date of
issuance of the capital contribution certificate, etc.






CHAPTER 4 SHAREHOLDERS’ MEETING




	 	 	 
	Article 15

	 	The Shareholders’ Meeting is the supreme authority of the Company, and shall be
composed of all shareholders and shall exercise its power in accordance with the Articles of
Association of the Company.
	 
	 	 
	Article 16

	 	The Shareholders’ Meeting exercise the following functions:







	 	(1)	 	Determining the operational guidelines and investment plans of the Company;
	 
	 	(2)	 	Designating the directors and Supervisors and determining the matters relating to
their remuneration;
	 
	 	(3)	 	Deliberating and approving the reports of the Board of Directors;
	 
	 	(4)	 	Deliberating and approving the reports of the Supervisors;
	 
	 	(5)	 	Deliberating and approving the annual financial budget plans and final account plans of the Company;
	 
	 	(6)	 	Deliberating and approving the profit distribution plans and loss recovery plans of the Company;
	 
	 	(7)	 	Determining the increase or reduction of the Company’s registered capital;
	 
	 	(8)	 	Adopting resolutions concerning the issuance of corporate bonds;
	 
	 	(9)	 	Adopting resolutions concerning the merger, split-up, alteration of corporate form, dissolution,
liquidation of the Company, etc.;
	 
	 	(10)	 	Amending the Articles of Association of the Company;
	 
	 	(11)	 	Other functions specified in the Articles of Association of the Company.





	 	 	 
	 

	 	For any of the matters as listed out in the preceding paragraph, if all shareholders
reach consent in written form, it is not required to convene a Shareholders’
Meeting; the decision may be made directly and shall bear the signatures or seals of
all shareholders.






CHAPTER 5 BOARD OF DIRECTORS




	 	 	 
	Article 17

	 	The Company shall establish a Board of Directors. The Board of Directors shall be
responsible for the Shareholders’ Meeting and exercise the following functions:







	 	(1)	 	Convening Shareholders’ Meeting and presenting job reports to the Shareholders’ Meeting;
	 
	 	(2)	 	Implementing the resolutions concluded by the Shareholders’ Meeting;
	 
	 	(3)	 	Determining the operational plans and investment plans of the Company;
	 
	 	(4)	 	Formulating the Company’s annual financial budget plans and final account plans;
	 
	 	(5)	 	Formulating out the Company’s profit distribution plans and loss recovery plans;
	 
	 	(6)	 	Formulating out plans concerning the increase or reduction of registered capital of the
Company;




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	 	(7)	 	Formulating out plans concerning the merger, split-up, alteration of the corporate
form, and dissolution of the Company;
	 
	 	(8)	 	Determining the setup of the company’s internal management departments;
	 
	 	(9)	 	Determining the appointment or dismissal of the Company’s manager and the remuneration, and, subject to the nomination of the manager, deciding the
appointment or dismissal of vice manager(s) and the person in charge of finance as well
as their remunerations;
	 
	 	(10)	 	Formulating the Company’s basic management system;
	 
	 	(11)	 	Other functions specified in the Articles of Association of the Company.





	 	 	 
	Article 18

	 	The Board of Directors shall comprise three (3) directors. Each of Party A, Party B
and Party C shall be entitled to appoint one (1) director. The Board of Directors shall have
one (1) Chairman, who shall be appointed by Party B.
	 
	 	 
	Article 19

	 	The Chairman of the Board of Directors shall serve as the legal representative of
the Company. The Chairman shall inspect the implementation of the resolutions of the Board of
Directors and give instructions concerning material matters of the Company.
	 
	 	 
	Article 20

	 	Each director shall be appointed for a term of three (3) years. The directors may,
after the expiry of their term of office, hold a consecutive term upon re-election. If no
re-election is timely carried out after the expiry of the term of office of the directors, or
if the number of the members of the Board of Directors is less than the quorum due to the
resignation of some directors from the Board of Directors prior to the expiry of their term of
office, the original directors shall, before the newly elected directors assume their posts,
perform the duties of directors.
	 
	 	 
	Article 21

	 	The directors may concurrently serve as the senior management personnel of the Company.
	 
	 	 
	Article 22

	 	The rules of procedures of the Board of Directors




 I. Rules of the meetings of the Board of Directors



	 	1.	 	The meetings of the Board of Directors shall be classified into regular meetings
and interim meetings. The regular meetings of the Board of Directors shall be held at
least once for each year. The meetings of the Board of Directors shall adopt
resolutions concerning the topics defined by notices. Before the regular meeting is
held, the Company shall collect proposals for the meeting from all shareholders.
	 
	 	 	 	Upon the proposal of one-third or more of the directors, an interim meeting of the
Board of Directors may be held.
	 
	 	2.	 	The notice of the meeting shall be served to each director ten (10) days before
the meeting is held. Under special circumstances, being agreed upon, the time for
serving the notice of the meeting may be less than ten (10) days. The notice of the
meeting shall include the follows: the date of holding the meeting, the venue,
duration and topic for discussion, etc.
	 
	 	3.	 	The meetings of the Board of Directors may not be held unless the attendance
reaches two-thirds or more of the total number of the Board of Directors.
	 
	 	4.	 	The meetings of the Board of Directors shall be attended by the directors in
person or by entrusting an agent to attend the meeting on his behalf. The agent shall
provide to the Company with a written power of attorney and shall exercise the voting
power within the scope of authorization. The power of attorney shall specify the name
of the agent, the proxy matters, the extent of power and valid term, and shall be
signed by the principal. If a director neither attends




6









 






	 	 	 	the meeting in person nor entrusts others to attend, it shall be deemed that such
director has waived its voting power on that meeting.






	 	5.	 	The Chairman of the Board of Directors shall convene and preside over the
meetings of the Board of Directors. If the Chairman is unable to perform his duties,
a director who is designated by the Chairman of the Board of Directors shall perform
such duties; in case nobody is designated, a director who is jointly recommended by
half or more of the directors shall convene and preside over such meetings.
	 
	 	6.	 	On the meeting of the Board of Directors, the general manager of the Company
shall report the implementations of the matters decided on the previous meeting of
the Board of Directors.
	 
	 	7.	 	The general manager, who is not a director of the Company, may attend the
meeting of the Board of Directors without voting right.





II. Decision procedures of the Board of Directors





	 	1.	 	As for the matters that need to be decided by the Board of Directors, the
general manager of the Company shall organize relevant personnel to formulate the
plan, call together relevant departments and experts as required for examination and
deliberation, and put forward a deliberation report to the meeting of the Board of
Directors for resolution.
	 
	 	2.	 	The meeting of the Board of Directors shall vote by show of hand on each matter
that needs to be determined. The president of the meeting shall accurately repeat the
voting result of each matter.
	 
	 	3.	 	Each director shall have one vote on a resolution of the Board of Directors.
	 
	 	4.	 	All directors shall make their clear and definite opinions concerning the
matters that need to be decided by the Board of Directors.
	 
	 	5.	 	The meeting of the Board of Directors shall vote by show of hand on each matter
that needs to be determined. The president of the meeting shall accurately repeat the
voting result of each matter.
	 
	 	6.	 	The resolutions of the Board of Directors shall be adopted through voting by
more than two-thirds of the total number of the Board of Directors.
	 
	 	7.	 	The Board of Directors shall conclude resolutions concerning the matters being
decided, which shall be signed by the directors (or principals) present. The
directors may sign after demonstrating concise opinions in written form on the
resolution document concerning one or more matters being decided.
	 
	 	8.	 	As for the matters within the power scope of the Board of Directors, after being
agreed upon by all the directors in written form, it is not required to convene a
meeting of the Board of Directors. And a decision may be made directly and shall bear
the signatures of all directors.
	 
	 	9.	 	The resolutions of the meetings of the Board of Directors, the signature album
of directors present and the power of attorney for proxy present shall be kept as
files of the Company for long-term preservation.





CHAPTER 6 SUPERVISORS




	 	 	 
	Article 23

	 	The Company shall have one (1) Supervisor, who shall be appointed by Party A. The
directors and senior management personnel shall not concurrently serve as the Supervisor.
	 
	 	 
	Article 24

	 	Each term of office of the Supervisor shall be three (3) years. The Supervisor may,
after the expiry of the term of office, continue to serve its post upon re-election. If no
re-election is timely carried out after the expiry of the term of office of the Supervisor,
the original Supervisor shall, before the newly elected Supervisor assume the post, exercise
the powers of






7









 






	 	 	 
	 

	 	the Supervisor in accordance with the laws, administrative regulations and the
Articles of Association of the Company.
	 
	 	 
	Article 25

	 	The Supervisor shall have the following powers:







	 	(1)	 	To inspect the financial status of the Company;
	 
	 	(2)	 	To supervise the duty-related acts of the directors and the senior management
personnel, and to put forward proposals on the removal of any director or senior
management personnel who violates any law, administrative regulation, the Articles
of Association or any resolution of the Shareholders’ Meeting;
	 
	 	(3)	 	To request directors or the senior management personnel to rectify any of their
acts which are deemed to be harmful to the interests of the Company;
	 
	 	(4)	 	To propose to convene interim Shareholders’ Meetings, to convene and preside
over Shareholders’ Meetings when the Board of Directors fails to exercise the
function of convening and presiding over Shareholders’ Meetings in accordance with
law;
	 
	 	(5)	 	To put forward proposals to Shareholders’ Meetings;
	 
	 	(6)	 	To initiate actions against directors or senior management personnel in
accordance with relevant provisions of the Company Law;
	 
	 	(7)	 	Other duties provided by the Articles of Association of the Company.





	 	 	 
	Article 26

	 	The Supervisors may attend the meetings of the Board of Directors, and may raise
questions or suggestions about the matters to be decided by the Board of Directors.
	 
	 	 
	 

	 	If the Supervisor finds that the Company is running abnormally, he/she may make
investigations; if necessary, the Supervisor may hire an accounting firm, etc. to
assist him/her with relevant expenses borne by the Company.
	 
	Article 27

	 	The expenses necessary for the Supervisor to perform his/her duties shall be borne
by the Company.






CHAPTER 7 GENERAL MANAGER




	 	 	 
	Article 28

	 	The Company shall have one (1) general manager, two (2) deputy general managers and
one (1) chief accountant, one (1) chief engineer and one (1) chief economist, all of whom shall
be appointed by the Board of Directors and shall serve with a term of office of three (3)
years.
	 
	 	 
	Article 29

	 	The function of the general manager is to implement the resolutions adopted by the
Board of Directors, organize and lead the daily management of the Company. The deputy general
managers shall assist the general manager in his/her work. When the general manager is not in
the office, the general manager shall entrust the deputy general manager to exercise the
powers and functions of the general manager.
	 
	 	 
	Article 30

	 	The Company shall set up an operation management agency, affiliated with certain
departments. The department manager shall be engaged by the general manager, who shall be in
charge of






8









 






	 	 	 
	 

	 	the job of the department, deal with the matters assigned by the general manager or
the deputy general managers, and report to the general manager.






	 	 	 
	Article 31

	 	The general manager and the deputy general managers shall not concurrently serve as
the general manager or the deputy general manager and other posts of other economic
organizations (unless being unanimously approved by a resolution adopted by the Shareholders’
Meeting), and shall not participate in the business competition between other economic
organizations and the Company.






CHAPTER 8 EQUITY INTEREST TRANSFER




	 	 	 
	Article 32

	 	All or part of the capital contributions of the Company may be transferred among
the shareholders. The transfer of the capital contributions among the shareholders shall be
carried out in accordance with relevant provisions of the Company Law relating to the transfer
of equity interest of a limited liability company.
	 
	 	 
	Article 33

	 	When the people’s court executes the transfer of the capital contribution of a
shareholder pursuant to the mandatory enforcement procedure as provided in law, it shall
notify the Company and all the shareholders, and the other shareholders shall have the
preemptive right under the same conditions. If any of the other shareholders fails to exercise
the preemptive right within ten (10) days after receiving the notice of the court, it shall be
deemed as a waiver of the preemptive right.
	 
	 	 
	Article 34

	 	After the capital contribution has been transferred in accordance with the
provisions of this Contract, the Company shall cancel the capital contribution certificate of
the former shareholder, issue a capital contribution certificate to the new shareholder and
modify the amount of capital contributions prescribed in the contracts of the Company and the
register of shareholders. No voting of the Board of Directors is required for the modification
of the contracts of the Company due to the said transfer of capital contribution.






CHAPTER 9 FINANCIAL AFFAIRS AND ACOUNTING




	 	 	 
	Article 35

	 	The Company shall establish its own financial and accounting system in accordance
with the laws, administrative regulations, and provisions of the financial department of the
State Council.
	 
	 	 
	Article 36

	 	The fiscal year of the Company shall be from 1st January to 31st December of each
calendar year. The Company shall, at the end of each fiscal year, formulate a financial report
which shall be audited by an accounting firm. The financial report shall be composed of the
accounting statements, footnotes of accounting statements and financial situation statement.
	 
	 	 
	Article 37

	 	Within ninety (90) days after the end of each fiscal year, the financial report
which has been audited by an accounting firm and the audit report issued by a certified public
accounting firm shall be delivered to each shareholder at the same time.






9









 






	 	 	 
	Article 38

	 	When distributing the after-tax profit of the current year, the Company shall set
aside ten percent (10%) of the profit as the Company’s statutory reserve fund. It may stop
setting aside if the aggregate balance of the statutory reserve fund has accounted for fifty
percent (50%) or more of the Company’s registered capital.
	 
	 	 
	Article 39

	 	In case of annual deficit occurred to the Company, the pre-tax profit of the next
year may be used for making up for losses. If the profit of the next year is not sufficient to
make up losses, the profits of the following five (5) years may be continuously used for
making up losses. In the event that the losses cannot be made up within five (5) years, the
after-tax profit and etc. may be used for making up losses.
	 
	 	 
	Article 40

	 	If the statutory reserve fund is not sufficient to make up the losses of the
Company incurred in the previous year, before the statutory reserve fund has been set aside
according to the provisions of the preceding Articles, the current year’s profit shall be
firstly used for making up the losses.
	 
	 	 
	Article 41

	 	After the statutory reserve fund has been set aside from the after-tax profit, the
Company may, upon the resolution of the Board of Directors, draw the optional reserve fund.
	 
	 	 
	Article 42

	 	After the losses have been made up and the statutory reserve fund has been set
aside, the remaining profit shall be distributed to Party A and Party B in proportion to their
respective capital contributions.
	 
	 	 
	Article 43

	 	The Company’s reserve fund shall be used for making up losses, expanding the
production and business scale or increasing the registered capital of the Company, but the
capital reserve fund shall not be used for making up losses of the Company. When the statutory
reserve fund is converted into registered capital, the remainder of the reserve fund shall not
be less than twenty-five percent (25 %) of the registered capital of the Company prior to the
increase.
	 
	Article 44

	 	Except for the statutory accounting book, the Company shall not set up any other
accounting books. The assets of the Company shall not be deposited in any bank account under
the name of an individual.






CHAPTER 10 TRADE UNION




	 	 	 
	Article 45

	 	The Company’s employees shall, in accordance with the Trade Union Law of the PRC,
establish a trade union, carry out union activities and maintain the lawful rights and
interests of the employees. The Company shall provide necessary conditions for the trade union
to carry out activities. The trade union shall, on behalf of the employees, conclude
collective contract with the Company relating to the wage, working hours, welfare, insurance,
work safety and sanitation, etc.
	 
	 	 
	Article 46

	 	When making decisions concerning the reconstruction and other material problems
relating to the business operation, or formulating important bylaws, the Company shall solicit
the opinions of the trade union, and shall solicit the opinions and proposals of the employees
through the assembly of the representatives of the employees or by any other way.






10









 






CHAPTER 11 DURATION, DISSOLUTION AND LIQUIDATION




	 	 	 
	Article 47

	 	The issuance date of the Company’s business license shall be the establishment date
of the Company. The business duration of the Company shall be a period of twenty (20) years.
	 
	 	 
	Article 48

	 	If agreed by Party A, Party B and Party C to extend the business duration, and
approved by the resolution of the Board of Directors, the Company may submit an application to
extend the business duration to the competent registration authority for approval at least six
(6) months before the expiration date. The business duration shall be extended upon the
approval of the competent registration authority.
	 
	 	 
	Article 49

	 	The Company may be dissolved under the following circumstance:







	 	(1)	 	The business duration of the Company as prescribed by this Contract expires or any of
the matters for dissolution as prescribed in the Articles of Association of the Company
occurs;
	 
	 	(2)	 	The Shareholders’ Meeting resolves to dissolve it;
	 
	 	(3)	 	It is necessary to be dissolved due to merger or split-up of the Company;
	 
	 	(4)	 	The business license is revoked or the Company is ordered to close down or to be dissolved according to law;
	 
	 	(5)	 	The Company suffers from serious difficulty in its operation and management, and the
interests of the shareholders will face heavy loss if the Company continues to exist and
the difficulty cannot be overcome by any other means, the shareholders who hold ten
percent (10%) or more of the voting rights of all shareholders of the Company may request
the people’s court to dissolve the Company;
	 
	 	(6)	 	The Company is unable to perform this Contract or fails to continue the operation due to the earthquakes, typhoons, flood,
fire, war or other Force Majeure events which cannot be foreseen, and the occurrence and
result of which cannot be prevented or avoided.





	 	 	 
	Article 50

	 	If the Company is dissolved according to the provisions of the Items (1), (2), (4),
(5) or (6) of the preceding Article, a liquidation team shall be established within fifteen
(15) days after the occurrence of the matter for dissolution to carry out liquidation. The
liquidation team shall be composed of the shareholders.
	 
	 	 
	Article 51

	 	The liquidation team may exercise the following functions during the process of liquidation:







	 	(1)	 	Liquidating the properties of the Company, drawing up balance sheets and assets checklists respectively;
	 
	 	(2)	 	Notifying creditors by notice or public announcement;
	 
	 	(3)	 	Handling the pending business of the Company relating to the liquidation;
	 
	 	(4)	 	Clearing off the outstanding taxes and the taxes incurred in the process of liquidation;
	 
	 	(5)	 	Clearing off the credits and debts;
	 
	 	(6)	 	Disposing of the residual properties after the debts clearing;
	 
	 	(7)	 	Representing the Company to participate in civil lawsuits.




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	Article 52

	 	The members of the liquidation team shall devote themselves to their duties and
perform their obligations of liquidation according to law. In case of causing any loss to the
Company or any creditor due to deliberate intent or gross negligence, the members of the
liquidation team shall assume corresponding compensation liabilities.
	 
	 	 
	Article 53

	 	After the liquidation of the Company is completed, the liquidation team shall
formulate a liquidation report, which shall be submitted to the Board of Directors or the
competent registration authority for confirmation, apply for the cancellation registration,
and make a public announcement about the termination of the Company.
	 
	 	 
	Article 54

	 	If the Company is declared bankrupt according to law, it shall carry out bankruptcy
liquidation according to the legal provisions concerning bankruptcy liquidation.
	 
	 	 
	Article 55

	 	If the Company is dissolved, the Board of Directors shall put forward the
liquidation procedures and principles, and organize the liquidation team to liquidate the
properties of the Company.
	 
	 	 
	Article 56

	 	The liquidation expenses and the remunerations for members of the liquidation team
shall be paid firstly from the current residual properties of the Company.
	 
	 	 
	Article 57

	 	During the process of liquidation, the liquidation team shall represent the Company
to sue or to be sued.
	 
	 	 
	Article 58

	 	After the liquidation team has fully paid off the debts of the Company, the
residual properties shall be distributed to Party A and Party B in proportion to their
respective capital contributions.
	 
	 	 
	Article 59

	 	After the liquidation is completed, the Company shall submit the report to the
registration authority and go through the cancellation registration procedures, return the
business license and make a public announcement.
	 
	 	 
	Article 60

	 	After the termination of the Company, various books shall be kept by Party B.






CHAPTER 12 MISCELLANEOUS




	 	 	 
	Article 61

	 	This Contract shall come into effect from the date of being formally signed by
Party A, Party B and Party C, and approved by the competent approval authority. Any previous
contracts (including amendments thereto) and their supplementary contracts entered into by the
Parties shall be repealed.
	 
	 	 
	Article 62

	 	This Contract is signed in Chinese language.






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	Article 63

	 	As for the matters which are not covered in this Contract, upon the agreement of
the Parties through consultations, a supplementary contract may be concluded, which, after
being approved by the competent approval authority, shall have the same effect as this
Contract.






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(SIGNATURE AND SEAL PAGE ONLY)




Party A: China Hydroelectric Corporation



(Stamp)




Authorized representative (Signature): John D. Kuhns




Party B: China Hydroelectric Corporation (Hong Kong) Limited



(Stamp)




Authorized representative (Signature): John D. Kuhns




Party C: Sunpower Asia Limited



(Stamp)




Authorized representative (Signature): Tie Li





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