Exhibit 1.1

                                 CONFORMED COPY







                          AES CHINA GENERATING CO. LTD.





                                  $180,000,000

                             10 1/8% NOTES DUE 2006








                             UNDERWRITING AGREEMENT








                                December 12, 1996





<PAGE>



                                                               December 12, 1996




Morgan Stanley & Co.
 Incorporated
Donaldson, Lufkin & Jenrette
 Securities Corporation
c/o Morgan Stanley & Co.
  Incorporated
1585 Broadway
New York, New York 10036

Dear Sirs and Mesdames:

         AES China Generating Co. Ltd., a corporation established under the laws
of Bermuda (the "Company"), proposes to issue and sell to the several
Underwriters named in Schedule I hereto (the "Underwriters") $180,000,000
principal amount of its 101/8% Notes Due 2006 (the "Notes") to be issued
pursuant to the provisions of an Indenture (the "Indenture") to be dated as of
the Closing Date (as defined herein) between the Company and Bankers Trust
Company, as trustee (the "Trustee"). As security for the payment and performance
by the Company of all of its obligations under the Indenture and the Notes, the
Company will assign all amounts on deposit in the Collateral Accounts (as
defined in the Indenture) at any time as collateral to Bankers Trust Company, as
collateral agent (the "Collateral Agent"), for the benefit of the Trustee on
behalf of the Noteholders upon the terms and conditions set forth in a Security
Agreement to be dated as of the Closing Date (the "Security Agreement") among
the Company, the Trustee and the Collateral Agent.

         The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement (Commission File No. 333-5798) on Form
S-3, including a prospectus, relating to the Notes. The registration statement
on Form S-3 as amended at the time it becomes effective, including the
information (if any) deemed to be part of the registration statement at the time
of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as
amended (the "Securities Act"), is hereinafter referred to as the "Registration
Statement"; the prospectus in the form first used to confirm sales of Notes is
hereinafter referred to as the "Prospectus." If the Company has filed an
abbreviated registration statement pursuant to Rule 462(b) under the Securities
Act (the "Rule 462 Registration Statement") increasing the size of the offering,
then any reference herein to the term "Registration Statement" shall be deemed
to include such Rule 462 Registration Statement. The "Bermuda Prospectus" means
the Registration Statement, or where applicable a copy thereof, signed by each
director of the Company or such director's duly authorized attorney-in-fact,
together with the required attachments thereto, or any supplement or amendment
thereto, filed with the Registrar of Companies in Bermuda (the "Registrar of
Companies") as required by The Companies Act 1981, as amended, of Bermuda (the
"Companies Act") and the rules and regulations promulgated thereunder (the
"Companies Act Rules").


         1. REPRESENTATIONS AND WARRANTIES. The Company represents and warrants
to and agrees with each of the Underwriters that:


          (a) The Registration Statement has become effective; no stop order
     suspending the effectiveness of the Registration Statement is in effect,
     and no proceedings for such purpose are pending before or threatened by the
     Commission.

          (b) (i) Each document, if any, filed or to be filed pursuant to the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
     incorporated by reference in the Prospectus complied or will comply when so
     filed in all material respects with the Exchange Act and the applicable
     rules and regulations of the Commission thereunder, (ii) each part of the
     Registration Statement, when such part became effective, did not contain
     and each such part, as amended or supplemented, if applicable, will not
     contain any untrue statement of a material fact or omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading, (iii) the Registration Statement and the Prospectus
     comply and, as amended or supplemented, if applicable, will comply in all
     material respects with the Securities Act and the applicable rules and
     regulations of the Commission thereunder and (iv) the Prospectus does not
     contain and, as amended or supplemented, if applicable, will not contain,
     as of the date of any such amendment or supplement, any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements therein, in the light of the circumstances under which they were
     made, not misleading, except that the representations and warranties set
     forth in this Section 1.(b) do not apply (A) to statements or omissions in
     the Registration Statement or the Prospectus based upon information
     relating to any Underwriter furnished to the Company in writing by such
     Underwriter through you expressly for use therein or (B) to that part of
     the Registration Statement that constitutes the Statement of Eligibility
     (Form T-1) under the Trust Indenture Act of 1939, as amended (the "Trust
     Indenture Act"), of the Trustee.

          (c) The Company has been duly incorporated and is validly existing and
     in good standing (meaning that the Company has not failed to make any
     filing with any Bermuda governmental authority or to pay any Bermuda
     government fee or tax which might make the Company liable to be struck off
     the Register of Companies of Bermuda and thereby cease to exist under the
     laws of Bermuda) under the laws of Bermuda, has the corporate power and
     authority to own its property and to conduct its business as described in
     the Prospectus and is duly qualified to transact business and is in good
     standing in each jurisdiction in which the conduct of its business or its
     ownership or leasing of property requires such qualification, except to the
     extent that the failure to be so qualified or be in good standing would not
     have a material adverse effect on the Company and the Project Companies (as
     defined below), taken as a whole.

          (d) Jiaozuo Power Partners, L.P. ("Jiaozuo L.P.") has been duly
     organized and is validly existing as a limited partnership in good standing
     under the laws of its organization and each of AES Yangchun Power Co. Ltd.,
     AES Chigen Co. (L) Ltd., AES Anhui Power Company Ltd., AES Tien Fu Power
     Co. Ltd., AES Tien Fu Power Co. (L) Ltd., Jiaozuo (G.P.) Corp., AES China
     Power Holding Co. (L) Ltd. and AES China Holding Co. (L) Ltd.
     (collectively, together with Jiaozuo L.P., the "AES Group Companies" and
     each an "AES Group Company") has been duly incorporated and is validly
     existing as a corporation in good standing under the laws of the
     jurisdiction of its incorporation, and each of the AES Group Companies has
     the corporate power and authority to own its property and to conduct its
     business as described in the Prospectus and is duly qualified to transact
     business and is in good standing in each jurisdiction in which the conduct
     of its business or its ownership or leasing of property requires such
     qualification, except to the extent that the failure to be so qualified or
     be in good standing would not have a material adverse effect on the Company
     and the Project Companies, taken as a whole.

          (e) Each of Hunan Xiangci-AES Hydro Power Company Ltd., Yangchun
     Fuyang Diesel Engine Power Co. Ltd., Wuxi-AES-CAREC Gas Turbine Power
     Company Ltd., Wuxi-AES-Zhonghang Power Co. Ltd., Sichuan Fuling Aixi Power
     Company Ltd., Jiaozuo Wan Fang Power Company Ltd., Wuhu Shaoda Electric
     Power Development Company Ltd., Chengdu-AES-Kaihua Gas Turbine Power Co.
     Ltd., Anhui Liyuan AES Power Company Ltd. and Hefei Zhongli Energy Company
     Ltd. (collectively the "Joint Venture Companies" and each a "Joint Venture
     Company" and, together with the AES Group Companies, the "Project
     Companies") has been duly organized under the laws of the People's Republic
     of China (the "PRC") as a joint venture enterprise with the status of a
     Chinese legal person, is validly existing under the laws of the PRC, has
     the corporate power and authority to own its property (including land use
     rights) and to conduct its business as described in the Prospectus, and is
     in good standing and duly qualified to transact business in each
     jurisdiction in which the conduct of its business or its ownership or
     leasing of property requires such qualification, except as otherwise
     disclosed in the Prospectus.

          (f) The Company has an authorized capitalization as set forth in the
     Prospectus, and, except as set forth in the Prospectus, all of the issued
     shares in the share capital of the Company have been duly and validly
     authorized and issued and are fully paid. All of the issued shares in the
     share capital (or partnership interests in the case of Jiaozuo L.P.) of
     each AES Group Company have been duly and validly authorized and issued,
     and are owned directly or indirectly by the Company, free and clear of all
     liens, encumbrances, restrictions on transfer, equities or claims.

          (g) An AES Group Company or the Company is the owner of the respective
     percentage of registered capital of each of the Joint Venture Companies as
     set forth in the Prospectus, in each case free and clear of all liens,
     encumbrances, equities, claims, restriction on transfer (other than as
     required under PRC law or pursuant to the provisions of the Joint Venture
     Documents (as defined below) of any such Joint Venture Company), voting
     trust or other defect of title whatsoever, in all material respects; and
     the ownership of such registered capital is valid and lawful under all
     applicable laws, rules, regulations or guidelines of any local or other
     court or public, governmental or regulatory agency or body in all material
     respects.

          (h) The contracted registered capital of each of the Joint Venture
     Companies has been subscribed in full by the respective joint venture
     partners of each such Joint Venture Company and all government approvals
     relating to the subscription thereof have been issued and are in full force
     and effect (except any such delayed subscription permitted pursuant to the
     applicable Joint Venture Documents) such that the ownership of registered
     capital of each such Joint Venture Company is as described in the
     Registration Statement in all material respects.

          (i) This Agreement has been duly authorized, executed and delivered by
     the Company.

          (j) The Security Agreement has been duly authorized by the Company
     and, when executed and delivered by the Company, will be a valid and
     binding agreement of the Company, enforceable in accordance with its terms
     except as the enforceability thereof may be limited (i) by bankruptcy,
     insolvency, fraudulent transfer, fraudulent conveyance, reorganization,
     moratorium or similar laws affecting creditors' rights generally and (ii)
     by equitable principles of general applicability.

          (k) The Indenture has been duly qualified under the Trust Indenture
     Act and has been duly authorized and, when executed and delivered by the
     Company, will be a valid and binding agreement of the Company, enforceable
     in accordance with its terms except as the enforceability thereof may be
     limited (i) by bankruptcy, insolvency, fraudulent transfer, fraudulent
     conveyance, reorganization, moratorium or similar laws affecting creditors'
     rights generally and (ii) by equitable principles of general applicability.

          (l) The Notes have been duly authorized and, when executed and
     authenticated in accordance with the provisions of the Indenture and
     delivered to and paid for by the Underwriters in accordance with the terms
     of this Agreement, will be entitled to the benefits of the Indenture and
     will be valid and binding obligations of the Company, enforceable in
     accordance with their terms except as the enforceability thereof may be
     limited (i) by bankruptcy, insolvency, fraudulent transfer, fraudulent
     conveyance, reorganization, moratorium, or similar laws affecting
     creditors' rights generally and (ii) by equitable principles of general
     applicability.

          (m) The execution and delivery by the Company, and the performance by
     the Company of its obligations under, this Agreement, the Indenture, the
     Security Agreement and the Notes (i) will not contravene any provision of
     applicable law or the memorandum of association or bye-laws of the Company
     or any agreement or other instrument binding upon the Company or any of the
     Project Companies that is material to the Company and the Project
     Companies, taken as a whole, or any regulation, judgment, order or decree
     of any governmental body, agency or any court having jurisdiction over the
     Company or any Project Company or, (ii) except as contemplated by the
     Security Agreement, result in the creation or imposition of any claim,
     lien, mortgage, security interest or other encumbrance on any property or
     assets of the Company or any of the Project Companies. No consent,
     approval, authorization or order of, or qualification with, any
     governmental body or agency is required for the performance by the Company
     of its obligations under this Agreement, the Indenture, the Security
     Agreement or the Notes, except the following items: (i) such as may be
     required by the securities or Blue Sky laws of the various states in
     connection with the offer and sale of the Notes, (ii) such as have been
     duly obtained in accordance with Bermuda law and are in full force and
     effect and (iii) such consents, approvals, authorizations, orders or
     qualifications, the absence of which would not, individually or in the
     aggregate, have a material adverse effect on the ability of the Company to
     consummate the transactions contemplated by this Underwriting Agreement.

          (n) The execution and delivery of, and performance by each Joint
     Venture Company and, to the best of the Company's knowledge, by each of the
     other parties thereto of its obligations under the Project Documents (as
     defined below) to which it is party do not contravene, in any material
     respect, any provision of applicable law or any regulation or any judgment,
     order or decree of any governmental body or agency or any court having
     jurisdiction over any such party. Each of the Project Documents constitutes
     a valid and binding agreement of the appropriate Joint Venture Company and,
     to the best of the Company's knowledge, of each of the other parties
     thereto, is in full force and effect, and is enforceable in accordance with
     its terms, subject to bankruptcy, insolvency, fraudulent transfer,
     reorganization, moratorium and similar laws affecting creditors' rights
     generally and to general principles of equity. "Project Documents" for each
     Joint Venture Company and the power generation facility under construction
     or owned by such Joint Venture Company (each a "Project") means all
     material documents relating to property ownership and operation of such
     Joint Venture Company, including but not limited to, the construction and
     equipment procurement contracts, the power purchase agreement (together
     with the tariff calculation and adjustment method), the dispatch and
     interconnection agreement, the fuel supply agreements (if applicable), the
     operation and maintenance agreement (if applicable) and the land use rights
     grant or lease agreement. Schedule II hereto contains an accurate and
     complete list of all Project Documents relating to each of the Joint
     Venture Companies.

          (o) The execution and delivery of and performance by the Company, each
     AES Group Company and, to the best of the Company's knowledge, by each of
     the other parties thereto of its obligations under the Joint Venture
     Documents (as defined below) to which it is a party do not contravene, in
     any material respect, any provision of applicable law or any regulation or
     any judgment, order or decree of any governmental body or agency or any
     court having jurisdiction over any such party. Each of the Joint Venture
     Documents to which it is a party constitutes a valid and binding agreement
     of the Company and the appropriate AES Group Company and, to the best of
     the Company's knowledge, of the other parties thereto, is in full force and
     effect and is enforceable in accordance with its terms, subject to
     bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
     conveyance, moratorium or similar laws affecting creditors' rights
     generally and to general principles of equity. "Joint Venture Documents" in
     connection with each Joint Venture Company means all material agreements
     relating to the establishment of the Joint Venture Company, material
     agreements between such Joint Venture Company and the joint venture
     partners thereof and material agreements among the joint venture partners
     of such Joint Venture Company, including but not limited to the joint
     venture contract, articles of association, any profit sharing agreement not
     otherwise contained in the joint venture contract and any financing
     agreements entered into by each such Joint Venture Company. Schedule III
     hereto contains an accurate and complete list of all the Joint Venture
     Documents relating to each of the Joint Venture Companies.

          (p) No consent, approval, authorization, permit, certificate or order
     of or from, or filing, declaration or qualification with or to, any
     governmental body, self-regulatory organization, court, tribunal, agency or
     official in or of the PRC was or is required for (i) the establishment of
     each of the Joint Venture Companies (taking into account the anticipated
     total investment in such Joint Venture Company), (ii) the ownership by the
     Company or an AES Group Company, as the case may be, of the respective
     percentage of registered capital of each of the Joint Venture Companies as
     set forth in the Prospectus, (iii) the performance by the Company, the
     applicable AES Group Company, the applicable Joint Venture Company and, to
     the best of the Company's knowledge, each other party thereto of its
     obligations under the Joint Venture Documents to which it is a party, (iv)
     the conduct by each of the Joint Venture Companies of its business and
     ownership of its properties (including the establishment and ownership of
     the relevant Project) as described in the Prospectus and as contemplated
     under the Project Documents relating thereto, (v) the application of the
     tariff calculation and adjustment method contained in the relevant power
     purchase contract to the electricity tariff payable to the relevant Joint
     Venture Company and (vi) the performance by each party of its obligations
     under the Project Documents to which it is a party, including, but not
     limited to, payment of, and adjustments to, the relevant tariff by the
     relevant power purchaser of each Project as contemplated under the Project
     Documents relating thereto (except, in the case of adjustments, any
     approvals from the relevant pricing tariff bureau), except in each case (A)
     such as have been obtained or made and are in full force and effect, and
     have been listed in Schedule IV hereof, (B) those the absence of which,
     individually or in the aggregate, would not have a material adverse effect
     on the Company and the Project Companies, taken as a whole and (C) such
     others, to the extent disclosed in the Prospectus. No such consent,
     approval, authorization, permit, certificate or order, filing, declaration
     or qualification that has been made or obtained contains any restriction on
     the ability of any of the Joint Venture Companies to own, use or lease its
     properties or to conduct its business or the Company's ability to satisfy
     its payment obligations under the Notes, except such restrictions as are
     disclosed in the Prospectus, and none of the Company or, to the knowledge
     of the Company after due inquiry, any of the Project Companies has received
     any notice of proceedings relating to the revocation or modification of any
     such consent, approval, authorization, permit, certificate or order,
     filing, declaration or qualification that has been made or obtained.

          (q) Each Joint Venture Company has full power and authority to effect
     dividend payments and remittances thereof and payments of interest and
     principal on loans or advances by the Company or an AES Group Company
     (collectively "Payments") outside the PRC in United States dollars. Each
     Joint Venture Company has obtained all approvals currently required in the
     PRC for it to be able to pay, and, subject to the acquisition of the
     necessary foreign exchange, each such Joint Venture Company is currently
     entitled to remit outside the PRC and pay, in United States Dollars, all
     Payments payable to the Company or any of the AES Group Companies.

          (r) All Payments by any Joint Venture Company to the Company or any
     AES Group Company are currently free and clear of any PRC tax, duty,
     withholding or deduction, except withholding tax payable on payments of
     interest with respect to any loans to such Joint Venture Company.

          (s) All payments under the Notes, the Indenture and this Agreement are
     free and clear of any tax, duty, withholding or deduction and without
     necessity of obtaining any license, consent or approval, governmental or
     otherwise, of any nature whatsoever.

          (t) All dividend payments or other distributions by any AES Group
     Company to the Company are free and clear of any tax, duty, withholding or
     deduction and without necessity of obtaining any license, consent or
     approval of such jurisdiction, governmental or otherwise, of any nature
     whatsoever.

          (u) No taxes, imposts or duties of any nature (including, without
     limitation, stamp or other issuance or transfer taxes or duties and capital
     gains, income, withholding or other taxes) are payable by or on behalf of
     the Underwriters, the Company or any of the Project Companies to Bermuda or
     the United States or any political subdivision or taxing authority thereof
     or therein in connection with (i) the issuance of the Notes in connection
     with the offering and sale of the Notes; (ii) the sale of the Notes to the
     Underwriters in the manner contemplated herein; or (iii) the resale and
     delivery of Notes by the Underwriters in the manner contemplated in the
     Prospectus.

          (v) None of the Joint Venture Companies is, or with the giving of
     notice or lapse of time or both would be, in violation of or in default
     under (i) any provision of PRC law or the Joint Venture Documents of such
     Joint Venture Company, (ii) any other agreement or instrument by which such
     Joint Venture Company is bound or to which any of the property or assets of
     such Joint Venture Company is subject or (iii) any approval, judgment,
     order, decree or regulation of any governmental body or agency or of any
     court having jurisdiction over such Joint Venture Company, except for such
     defaults that would not, individually or in the aggregate, have a material
     adverse effect on the Company and the Project Companies, taken as a whole.

          (w) Each of the Joint Venture Companies has paid all PRC taxes which
     it is required to have paid, except (A) for taxes the payment of which is
     being contested in good faith by appropriate proceedings and for which
     adequate reserves have been set aside on its books and (B) where the
     failure to pay any such taxes would not, individually or in the aggregate,
     have a material adverse effect on the Company and its Project Companies,
     taken as a whole.

          (x) Each of the Joint Venture Companies owns, or has been granted all
     necessary rights to use, for the approved duration of such Joint Venture
     Company, all of the material properties and assets owned or used by it or
     transferred, assigned or otherwise conveyed to it in connection with its
     formation or thereafter. Such properties and assets are free and clear of
     all claims, liens, security interests or other encumbrances, other than
     liens permitted under the Indenture, which would materially affect its
     ability to perform under the Project Documents to which it is a party or
     which would materially affect the Company's ability to satisfy its payment
     obligations under the Notes. Each of the Joint Venture Companies has
     obtained all land-use rights which are necessary in connection with the
     construction, ownership and operation of the respective Project, for the
     approved duration of such Joint Venture Company, and the conduct of their
     respective businesses as described in the Registration Statement, free and
     clear of all encumbrances and defects (other than such encumbrances or
     defects which do not interfere with the use made and proposed to be made of
     such land-use rights), and all such land-use rights are valid, binding and
     enforceable in accordance with their respective terms, in all material
     respects. All real property, buildings and equipment held under lease, if
     any, by each of the Joint Venture Companies are held by each of them under
     leases that are valid, binding and enforceable, in all material respects.

          (y) No proceeding or other action for the winding up or dissolution or
     for the withdrawal, revocation or cancellation of the business license of
     any of the Joint Venture Companies has been commenced or threatened. No
     notice of appointment of a receiver of any of the Joint Venture Companies
     or any of its assets has been issued and no declaration or order of
     insolvency has been or is threatened to be made.

          (z) No material labor dispute with the employees of the Company or any
     of the Joint Venture Companies exists or, to the knowledge of the Company,
     is imminent.

          (aa) The Company has disclosed to the Underwriters copies of (x) all
     minutes and agenda of the board of directors, board of commissioners or
     similar bodies of the Company and the Project Companies and (y) all
     existing minutes and agenda of the management meetings of the Company and
     the Project Companies.

          (bb) There has not occurred any material adverse change, or any
     development involving a prospective material adverse change, in the
     condition, financial or otherwise, or in the earnings, business or
     operations of the Company and the Project Companies, taken as a whole, from
     that set forth in the Prospectus (exclusive of any amendments or
     supplements thereto subsequent to the date of this Agreement).

          (cc) There are no legal or governmental proceedings pending or
     threatened to which the Company or any of the Project Companies is a party
     or to which any of the properties of the Company or any of the Project
     Companies is subject that are required to be described in the Registration
     Statement or the Prospectus and are not so described or any statutes,
     regulations, contracts or other documents that are required to be described
     in the Registration Statement or the Prospectus or to be filed as exhibits
     to the Registration Statement that are not described or filed as required.

          (dd) Each preliminary prospectus filed as part of the registration
     statement as originally filed or as part of any amendment thereto, or filed
     pursuant to Rule 424 under the Securities Act, complied when so filed in
     all material respects with the Securities Act and the applicable rules and
     regulations of the Commission thereunder.

          (ee) The Bermuda Prospectus will comply at the time of filing with the
     Registrar of Companies in all material respects with the applicable
     provisions of the Companies Act, the Companies Act Rules and any other
     applicable statutes, rules and regulations of Bermuda or any governmental
     authority therein.

          (ff) The Company is not and, after giving effect to the Offering and
     the application of the proceeds thereof as described in the Prospectus,
     will not be an "investment company" as such term is defined in the
     Investment Company Act of 1940, as amended (the "Investment Company Act").

          (gg) The financial statements, including the notes thereto, and
     supporting schedules included in the Registration Statement and the
     Prospectus present fairly the consolidated financial position of the
     Company and its subsidiaries as of the dates indicated and the consolidated
     results of operations of the Company and its subsidiaries for the periods
     specified. Said financial statements have been prepared in conformity with
     United States generally accepted accounting principles applied on a
     consistent basis. The supporting schedules included in the Registration
     Statement and the Prospectus present fairly the information required to be
     stated therein.

          (hh) Each of the Joint Ventures has devised and maintains a system of
     internal accounting controls sufficient to provide reasonable assurance
     that (1) transactions are executed in accordance with management's general
     or specific authorizations, (2) transactions are recorded as necessary to
     permit preparation by the Company of financial statements in conformity
     with United States generally accepted accounting principles and to maintain
     accountability for assets, (3) access to assets is permitted only in
     accordance with management's general or specific authorization and (4) the
     recorded accountability for assets is compared with existing assets at
     reasonable intervals and appropriate action is taken with respect to any
     differences.

          (ii) The Company is not (i) subject to regulation as a "holding
     company" or a "subsidiary company" of a holding company or a "public
     utility company" under Section 2(a) of the Public Utility Holding Company
     Act of 1935 ("PUHCA"), (ii) subject to regulation under the Federal Power
     Act or (iii) subject to regulation by any law of any state of the United
     States with respect to rates or the financial or organizational regulation
     of electric utilities.

          (jj) The Company and the Project Companies (i) are in compliance with
     any and all applicable foreign, federal, state and local laws and
     regulations relating to the protection of human health and safety, the
     environment or hazardous or toxic substances or wastes, pollutants or
     contaminants ("Environmental Laws"), (ii) have received all permits,
     licenses or other approvals required of them under applicable Environmental
     Laws to conduct their respective businesses and (iii) are in compliance
     with all terms and conditions of any such permit, license or approval,
     except where such noncompliance with Environmental Laws, failure to receive
     required permits, licenses or other approvals or failure to comply with the
     terms and conditions of such permits, licenses or approvals would not,
     singly or in the aggregate, have a material adverse effect on the Company
     and the Project Companies, taken as a whole.

          (kk) In the ordinary course of its business, the Company conducts a
     periodic review of the effect of Environmental Laws on the business,
     operations and properties of the Company and the Joint Venture Companies,
     in the course of which it identifies and evaluates associated costs and
     liabilities (including, without limitation, any capital or operating
     expenditures required for clean-up, closure of properties or compliance
     with Environmental Laws or any permit, license or approval, any related
     constraints on operating activities and any potential liabilities to third
     parties). On the basis of such review, the Company has reasonably concluded
     that such associated costs and liabilities would not, singly or in the
     aggregate, have a material adverse effect on the Company and the Project
     Companies, taken as a whole.

          (ll) The Company has complied with all provisions of Section 517.075,
     Florida Statutes relating to doing business with the Government of Cuba or
     with any person or affiliate located in Cuba.

          (mm) The Company has been designated as a non-resident of Bermuda for
     exchange control purposes by the Bermuda Monetary Authority, whose
     permission for issue and sale of the Notes as contemplated by this
     Agreement has been obtained and is in full force and effect.

         2. AGREEMENTS TO SELL AND PURCHASE. The Company hereby agrees to sell
to the several Underwriters, and each Underwriter, upon the basis of the
representations and warranties herein contained, but subject to the conditions
hereinafter stated, agrees, severally and not jointly, to purchase from the
Company the respective principal amounts of Notes set forth in Schedule I hereto
opposite its name at 97.404% of their principal amount (the "Purchase Price")
plus accrued interest, if any, from December 19, 1996 to the date of payment and
delivery.

         3. TERMS OF PUBLIC OFFERING. The Company is advised by you that the
Underwriters propose to make a public offering of their respective portions of
the Notes as soon after the Registration Statement and this Agreement have
become effective as in your judgment is advisable. The Company is further
advised by you that the Notes are to be offered to the public initially at
99.904% of their principal amount (the "Public Offering Price") plus accrued
interest, if any, from December 19, 1996 to the date of payment and delivery and
to certain dealers selected by you at a price that represents a concession not
in excess of .250% of their principal amount under the Public Offering Price,
and that any Underwriter may allow, and such dealers may reallow, a concession,
not in excess of .125% of their principal amount, to any Underwriter or to
certain other dealers.

         4.  PAYMENT  AND  DELIVERY.  Payment  for the  Notes  shall  be made by
certified or official  bank check or checks  payable to the order of the Company
in New York in  immediately  available  funds (or, if agreed between the Company
and the  Underwriters,  by wire transfer in  immediately  available  funds to an
account  designated  by the  Company) in the amount of the  Purchase  Price less
US$275,000  reimbursement of certain of the Underwriters'  expenses reimbursable
pursuant to Section 6.(g) hereof at the office of Davis Polk & Wardwell at 10:00
A.M.,  New York time, on December 19, 1996, or at such other time on the same or
such other date,  not later than  December 24, 1996,  as shall be  designated in
writing by you. The time and date of such payment are hereinafter referred to as
the "Closing Date."

         Payment for the Notes shall be made against delivery to Trustee, as
custodian for the Depositary Trust Company for the respective accounts of the
several Underwriters of the one or more Global Notes (as defined in the
Indenture) registered in the name of Cede & Co. with any transfer taxes payable
in connection with the transfer of the Notes to the Underwriters duly paid.

         5. CONDITIONS TO THE UNDERWRITERS' OBLIGATIONS. The obligations of the
Company and the several obligations of the Underwriters hereunder are subject to
the condition that the Registration Statement shall have become effective not
later than 5:00 p.m. (New York time) on the date hereof.

         The several obligations of the Underwriters are subject to the
following further conditions:

               (a) Subsequent to the execution and delivery of this Agreement
          and prior to the Closing Date:

                    (i) there shall not have occurred any downgrading, nor shall
               any notice have been given of any intended or potential
               downgrading or of any review for a possible change that does not
               indicate the direction of the possible change, in the rating
               accorded the Notes by any "nationally recognized statistical
               rating organization," as such term is defined for purposes of
               Rule 436(g)(2) under the Securities Act; and

                    (ii) there shall not have occurred any change, or any
               development involving a prospective change, in the condition,
               financial or otherwise, or in the earnings, business or
               operations of the Company and the Project Companies, taken as a
               whole, from that set forth in the Prospectus (exclusive of any
               amendments or supplements thereto subsequent to the date of this
               Agreement) that, in your judgment, is material and adverse and
               that makes it, in your judgment, impracticable to market the
               Notes on the terms and in the manner contemplated in the
               Prospectus.

          (b) The Underwriters shall have received on the Closing Date a
     certificate, dated the Closing Date and signed by an authorized officer of
     the Company, to the effect set forth in clause (a)(i) above and to the
     effect that the representations and warranties of the Company contained in
     this Agreement are true and correct as of the Closing Date and that the
     Company has complied with all of its agreements and satisfied all of the
     conditions on its part to be performed or satisfied hereunder on or before
     the Closing Date. The officers signing and delivering such certificate may
     rely upon the best of his or her knowledge as to proceedings threatened.

          (c) The Underwriters shall have received on the Closing Date an
     opinion of Skadden, Arps, Slate, Meagher & Flom LLP, United States counsel
     for the Company, dated the Closing Date, in form and substance satisfactory
     to the Underwriters, to the effect set forth in Exhibit A hereto. With
     respect to paragraph (13) of Exhibit A, Skadden, Arps, Slate, Meagher &
     Flom LLP may state that their opinion and belief are based upon their
     participation in the preparation of the Registration Statement and
     Prospectus and any amendments or supplements thereto and review and
     discussion of the contents thereof, but are without independent check or
     verification, except as specified.

          (d) The Underwriters shall have received on the Closing Date an
     opinion of Commerce & Finance Law Office, special PRC counsel for the
     Company, dated the Closing Date, in form and substance satisfactory to the
     Underwriters, to the effect set forth in Exhibit B hereto.

          (e) The Underwriters shall have received on the Closing Date an
     opinion of Conyers, Dill & Pearman, Bermuda counsel for the Company, dated
     the Closing Date, in form and substance satisfactory to the Underwriters,
     to the effect set forth in Exhibit C hereto.

          (f) The Underwriters shall have received on the Closing Date an
     opinion of Conyers, Dill & Pearman, British Virgin Islands counsel for the
     Company, dated the Closing Date, in form and substance satisfactory to the
     Underwriters, to the effect set forth in Exhibit D hereto.

          (g) The Underwriters shall have received on the Closing Date an
     opinion of Conyers, Dill & Pearman, Cayman Islands counsel for the Company,
     dated the Closing Date, in form and substance satisfactory to the
     Underwriters, to the effect set forth in Exhibit E hereto.

          (h) The Underwriters shall have received on the Closing Date an
     opinion of Raja, Darryl & Loh, Labuan counsel for the Company, dated the
     Closing Date, in form and substance satisfactory to the Underwriters, to
     the effect set forth in Exhibit F hereto.

          (i) The Underwriters shall have received on the Closing Date an
     opinion of Haiwen & Partners, PRC counsel for the Underwriters, dated the
     Closing Date, covering the matters referred to in Exhibit B.

          (j) The Underwriters shall have received on the Closing Date an
     opinion of Davis Polk & Wardwell, counsel for the Underwriters, dated the
     Closing Date, covering the matters referred to in paragraphs (2), (3), (4),
     (10) (but only as to the statements in the Prospectus under "Prospectus
     Summary - The Offering," "Description of the Notes" and "Underwriters"),
     (12) and (13) of Exhibit A. With respect to paragraph 13 of Exhibit A,
     Davis Polk & Wardwell may state that their opinion and belief are based
     upon their participation in the preparation of the Registration Statement
     and Prospectus and any amendments or supplements thereto and review and
     discussion of the contents thereof, but are without independent check or
     verification, except as specified.

          (k) The Underwriters shall have received on the Closing Date an
     officer's certificate of the Trustee, dated the Closing Date, in form and
     substance satisfactory to the Underwriters.

          (l) The Underwriters shall have received on the Closing Date an
     officer's certificate of the Collateral Agent, dated the Closing Date, in
     form and substance satisfactory to the Underwriters.

          (m) The Underwriters shall have received, on each of the date hereof
     and the Closing Date, a letter dated the date hereof or the Closing Date,
     as the case may be, in form and substance satisfactory to the Underwriters,
     from Deloitte Touche Tohmatsu, independent public accountants, containing
     statements and information of the type ordinarily included in accountants'
     "comfort letters" to underwriters with respect to the financial statements
     and certain financial information contained in the Registration Statement
     and the Prospectus.

          (n) On or prior to the Closing Date, the Authorized Agent referred to
     in Section 13 shall have accepted its appointment by the Company as
     authorized agent pursuant to Section 13, and the Representatives shall have
     received an executed copy of each such acceptance in form and substance
     satisfactory to them.

          (o) The Depository Trust Company shall have approved the forms of the
     Global Notes.

          (p) The Company shall have paid all fees and expenses payable to the
     Underwriters pursuant to Section 6(g) hereof.

          (q) The Underwriters shall have received on the Closing Date a
     secretary's certificate of the Company in form and substance satisfactory
     to the Underwriters.

          (r) The opinions of Skadden, Arps, Slate, Meagher & Flom LLP; Conyers,
     Dill & Pearman (Bermuda); Commerce & Finance Law Office; Conyers, Dill &
     Pearman (British Virgin Islands); Conyers, Dill & Pearman (Cayman Islands)
     and Raja, Darryl & Loh referred to in paragraphs (c), (d), (e), (f), (g)
     and (h) above, respectively, shall be rendered to the Underwriters at the
     request of the Company and shall so state therein.

         6. COVENANTS OF THE COMPANY. In further consideration of the agreements
of the Underwriters herein contained, the Company covenants with each
Underwriter as follows:


          (a) To furnish to you, without charge, three signed copies of the
     Registration Statement (including exhibits thereto) and three signed copies
     of the Bermuda Prospectus (including the required attachments thereto and
     all amendments thereof) and for delivery to each other Underwriter a
     conformed copy of the Registration Statement (without exhibits thereto)
     and, during the period mentioned in paragraph (c) below, as many copies of
     the Prospectus and any supplements and amendments thereto or to the
     Registration Statement as you may reasonably request.

          (b) Before amending or supplementing the Registration Statement or the
     Prospectus, to furnish to you a copy of each such proposed amendment or
     supplement and not to file any such proposed amendment or supplement to
     which you reasonably object, unless counsel advises the Company in writing,
     with a copy thereof being furnished to you no less than 24 hours in advance
     of such proposed filing or use, that such amendment or supplement is
     required as a matter of law or pursuant to an order of a regulatory
     authority or the requirement of a stock exchange.

          (c) If, during such period after the first date of the public offering
     of the Notes as in the opinion of counsel for the Underwriters the
     Prospectus is required by law to be delivered in connection with sales by
     an Underwriter or dealer, any event shall occur or condition exist as a
     result of which it is necessary to amend or supplement the Prospectus in
     order to make the statements therein, in the light of the circumstances
     when the Prospectus is delivered to a purchaser, not misleading, or if, in
     the opinion of counsel for the Underwriters, it is necessary to amend or
     supplement the Prospectus to comply with applicable law, forthwith to
     prepare, file with the Commission and furnish, at its expense, to the
     Underwriters and to the dealers (whose names and addresses you will furnish
     to the Company) to which Notes may have been sold by you on behalf of the
     Underwriters and to any other dealers upon request, either amendments or
     supplements to the Prospectus so that the statements in the Prospectus as
     so amended or supplemented will not, in the light of the circumstances when
     the Prospectus is delivered to a purchaser, be misleading or so that the
     Prospectus, as amended or supplemented, will comply with law.

          (d) To endeavor to qualify the Notes for offer and sale under the
     securities or Blue Sky laws of such jurisdictions as you shall reasonably
     request.

          (e) To make generally available to the holders of the Notes and to you
     as soon as practicable an earning statement of the Company covering the
     twelve-month period ending February 28, 1998 that satisfies the provisions
     of Section 11(a) of the Securities Act and the rules and regulations of the
     Commission thereunder.

          (f) During the period beginning on the date hereof and continuing to
     and including the Closing Date, not to offer, sell, contract to sell or
     otherwise dispose of any debt securities of the Company or warrants to
     purchase debt securities of the Company substantially similar to the Notes
     (other than (i) the Notes and (ii) commercial paper issued in the ordinary
     course of business), without the prior written consent of Morgan Stanley &
     Co. Incorporated.

          (g) To pay all expenses incident to the performance of its obligations
     under this Agreement, including but not limited to: (i) the preparation and
     filing of the Registration Statement and the Prospectus and all amendments
     and supplements thereto; (ii) the preparation, issuance and delivery of the
     Notes; (iii) the fees and disbursements of counsel to the Company; (iv) all
     fees and expenses of the Trustee and its counsel and of the Collateral
     Agent and its counsel; (v) the qualification of the Notes under state
     securities or Blue Sky laws in accordance with the provisions of Section
     6.(d), including filing fees and the fees and disbursements of counsel for
     the Underwriters in connection therewith and in connection with the
     preparation of any Blue Sky or Legal Investment Memoranda; (vi) the
     printing and delivery to the Underwriters in quantities as hereinabove
     stated of copies of the Registration Statement and all amendments thereto
     and of each preliminary prospectus and the Prospectus and any amendments or
     supplements thereto; (vii) the printing and delivery to the Underwriters of
     copies of any Blue Sky or Legal Investment Memoranda; (viii) any fees
     charged by rating agencies for the rating of the Notes; (ix) the filing
     fees and expenses, if any, incurred with respect to any filing with the
     National Association of Securities Dealers, Inc. made in connection with
     the offering of the Notes; (x) any expenses incurred by the Company in
     connection with a "road show" presentation to potential investors; (xi) any
     tax, imposts or duties described in paragraph (u) of Section 1 hereof; and
     (xii) certain fees and disbursements of counsel for the Underwriters.

          (h) For so long as the Company remains a Bermuda corporation, it will
     use its best efforts to ensure that the Company is, and remains, an
     "exempted company" pursuant to the Companies Act.

         7. INDEMNITY AND CONTRIBUTION. (a) The Company agrees to indemnify and
hold harmless each Underwriter and each person, if any, who controls any
Underwriter within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act, from and against any and all losses, claims,
damages and liabilities (including, without limitation, any legal or other
expenses reasonably incurred by any Underwriter or any such controlling person
in connection with defending or investigating any such action or claim) caused
by any untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement or any amendment thereof, any preliminary
prospectus or the Prospectus (as amended or supplemented if the Company shall
have furnished any amendments or supplements thereto), or caused by any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, except
insofar as such losses, claims, damages or liabilities are caused by any such
untrue statement or omission or alleged untrue statement or omission based upon
information relating to any Underwriter furnished to the Company in writing by
such Underwriter through you expressly for use therein.

          (b) Each Underwriter agrees, severally and not jointly, to indemnify
     and hold harmless the Company, its directors, its officers who sign the
     Registration Statement and each person, if any, who controls the Company
     within the meaning of either Section 15 of the Securities Act or Section 20
     of the Exchange Act to the same extent as the foregoing indemnity from the
     Company to such Underwriter, but only with reference to information
     relating to such Underwriter furnished to the Company in writing by such
     Underwriter through you expressly for use in the Registration Statement,
     any preliminary prospectus, the Prospectus or any amendments or supplements
     thereto.

          (c) In case any proceeding (including any governmental investigation)
     shall be instituted involving any person in respect of which indemnity may
     be sought pursuant to either paragraph (a) or (b) of this Section 7, such
     person (the "indemnified party") shall promptly notify the person against
     whom such indemnity may be sought (the "indemnifying party") in writing and
     the indemnifying party, upon request of the indemnified party, shall retain
     counsel reasonably satisfactory to the indemnified party to represent the
     indemnified party and any others the indemnifying party may designate in
     such proceeding and shall pay the fees and disbursements of such counsel
     related to such proceeding. In any such proceeding, any indemnified party
     shall have the right to retain its own counsel, but the fees and expenses
     of such counsel shall be at the expense of such indemnified party unless
     (i) the indemnifying party and the indemnified party shall have mutually
     agreed to the retention of such counsel or (ii) the named parties to any
     such proceeding (including any impleaded parties) include both the
     indemnifying party and the indemnified party and representation of both
     parties by the same counsel would be inappropriate due to actual or
     potential differing interests between them. It is understood that the
     indemnifying party shall not, in respect of the legal expenses of any
     indemnified party in connection with any proceeding or related proceedings
     in the same jurisdiction, be liable for the fees and expenses of more than
     one separate firm (in addition to any local counsel) for all such
     indemnified parties and that all such fees and expenses shall be reimbursed
     as they are incurred. Such firm shall be designated in writing by Morgan
     Stanley & Co. Incorporated, in the case of parties indemnified pursuant to
     paragraph (a) above and by the Company, in the case of parties indemnified
     pursuant to paragraph (b) above. The indemnifying party shall not be liable
     for any settlement of any proceeding effected without its written consent,
     but if settled with such consent or if there be a final judgment for the
     plaintiff, the indemnifying party agrees to indemnify the indemnified party
     from and against any loss or liability by reason of such settlement or
     judgment. Notwithstanding the foregoing sentence, if at any time an
     indemnified party shall have requested an indemnifying party to reimburse
     the indemnified party for fees and expenses of counsel as contemplated by
     the second and third sentences of this paragraph, the indemnifying party
     agrees that it shall be liable for any settlement of any proceeding
     effected without its written consent if (i) such settlement is entered into
     more than 30 days after receipt by such indemnifying party of the aforesaid
     request and (ii) such indemnifying party shall not have reimbursed the
     indemnified party in accordance with such request prior to the date of such
     settlement. No indemnifying party shall, without the prior written consent
     of the indemnified party, effect any settlement of any pending or
     threatened proceeding in respect of which any indemnified party is or could
     have been a party and indemnity could have been sought hereunder by such
     indemnified party, unless such settlement includes an unconditional release
     of such indemnified party from all liability on claims that are the subject
     matter of such proceeding.

          (d) To the extent the indemnification provided for in paragraph (a) or
     (b) of this Section 7 is unavailable to an indemnified party or
     insufficient in respect of any losses, claims, damages or liabilities
     referred to therein, then each indemnifying party under such paragraph, in
     lieu of indemnifying such indemnified party thereunder, shall contribute to
     the amount paid or payable by such indemnified party as a result of such
     losses, claims, damages or liabilities (i) in such proportion as is
     appropriate to reflect the relative benefits received by the Company on the
     one hand and the Underwriters on the other hand from the offering of the
     Notes or (ii) if the allocation provided by clause (i) above is not
     permitted by applicable law, in such proportion as is appropriate to
     reflect not only the relative benefits referred to in clause (i) above but
     also the relative fault of the Company on the one hand and of the
     Underwriters on the other hand in connection with the statements or
     omissions that resulted in such losses, claims, damages or liabilities, as
     well as any other relevant equitable considerations. The relative benefits
     received by the Company on the one hand and the Underwriters on the other
     hand in connection with the offering of the Notes shall be deemed to be in
     the same respective proportions as the net proceeds from the offering of
     the Notes (before deducting expenses) received by the Company and the total
     underwriting discounts and commissions received by the Underwriters, in
     each case as set forth in the table on the cover of the Prospectus, bear to
     the aggregate Public Offering Price of the Notes. The relative fault of the
     Company on the one hand and the Underwriters on the other hand shall be
     determined by reference to, among other things, whether the untrue or
     alleged untrue statement of a material fact or the omission or alleged
     omission to state a material fact relates to information supplied by the
     Company or by the Underwriters and the parties' relative intent, knowledge,
     access to information and opportunity to correct or prevent such statement
     or omission. The Underwriters' respective obligations to contribute
     pursuant to this Section 7 are several in proportion to the respective
     principal amounts of Notes they have purchased hereunder, and not joint.

          (e) The Company and the Underwriters agree that it would not be just
     or equitable if contribution pursuant to this Section 7 were determined by
     pro rata allocation (even if the Underwriters were treated as one entity
     for such purpose) or by any other method of allocation that does not take
     account of the equitable considerations referred to in paragraph (d) of
     this Section 7. The amount paid or payable by an indemnified party as a
     result of the losses, claims, damages and liabilities referred to in the
     immediately preceding paragraph shall be deemed to include, subject to the
     limitations set forth above, any legal or other expenses reasonably
     incurred by such indemnified party in connection with investigating or
     defending any such action or claim. Notwithstanding the provisions of this
     Section 7, no Underwriter shall be required to contribute any amount in
     excess of the amount by which the total price at which the Notes
     underwritten by it and distributed to the public were offered to the public
     exceeds the amount of any damages that such Underwriter has otherwise been
     required to pay by reason of such untrue or alleged untrue statement or
     omission or alleged omission. No person guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the Securities
     Act) shall be entitled to contribution from any person who was not guilty
     of such fraudulent misrepresentation. The remedies provided for in this
     Section 7 are not exclusive and shall not limit any rights or remedies
     which may otherwise be available to any indemnified party at law or in
     equity.

          (f) The indemnity and contribution provisions contained in this
     Section 7 and the representations, warranties and other statements of the
     Company contained in this Agreement shall remain operative and in full
     force and effect regardless of (i) any termination of this Agreement, (ii)
     any investigation made by or on behalf of any Underwriter or any person
     controlling any Underwriter or by or on behalf of the Company and of its
     officers or directors or any person controlling the Company and (iii)
     acceptance of and payment for any of the Notes.

         8. TERMINATION. This Agreement shall be subject to termination by
notice given by Morgan Stanley & Co. Incorporated on behalf of the Underwriters
to the Company, if (a) after the execution and delivery of this Agreement and
prior to the Closing Date (i) trading generally shall have been suspended or
materially limited on or by, as the case may be, any of the New York Stock
Exchange, the American Stock Exchange, the National Association of Securities
Dealers, Inc. or The Stock Exchange of Hong Kong Limited, (ii) trading of any
securities of the Company shall have been suspended on any exchange or in any
over-the-counter market, (iii) a general moratorium on commercial banking
activities in New York, Hong Kong or Shanghai shall have been declared by the
relevant banking authorities, (iv) there shall have occurred a change or
development involving a prospective change in the existing financial, political,
economic or regulatory conditions in Bermuda, the PRC or Hong Kong, (including,
without limitation, a change in exchange controls, currency exchange rates or
taxation) which change or development makes it, in the sole judgment of Morgan
Stanley & Co. Incorporated on behalf of the Underwriters, impractical or
inadvisable to market the Notes, or the United States, Bermuda, or the PRC
imposes new exchange controls, or (v) there shall have occurred any outbreak or
escalation of hostilities or any change in financial markets or any major
calamity or crisis that, in the judgment of Morgan Stanley & Co., Incorporated
on behalf of the Underwriters, is material and adverse and (b) in the case of
any of the events specified in clauses (a)(i) through (v), such event, singly or
together with any other such event, makes it, in the judgment of Morgan Stanley
& Co., Incorporated, impracticable to market the Notes on the terms and in the
manner contemplated in the Prospectus.

         9. EFFECTIVENESS; DEFAULTING UNDERWRITERS. This Agreement shall become
effective upon the execution and delivery hereof by the parties hereto.

         If, on the Closing Date, any one or more of the Underwriters shall fail
or refuse to purchase Notes that it has or they have agreed to purchase
hereunder on such date, and the aggregate principal amount of Notes which such
defaulting Underwriter or Underwriters agreed but failed or refused to purchase
is not more than one-tenth of the aggregate principal amount of the Notes to be
purchased on such date, the other Underwriters shall be obligated severally in
the proportions that the principal amount of Notes set forth opposite their
respective names in Schedule I bears to the principal amount of Notes set forth
opposite the names of all such non-defaulting Underwriters, or in such other
proportions as you may specify, to purchase the Notes which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase on such
date; provided that in no event shall the principal amount of Notes that any
Underwriter has agreed to purchase pursuant to this Agreement be increased
pursuant to this Section 9 by an amount in excess of one-ninth of such principal
amount of Notes without the written consent of such Underwriter. If, on the
Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase
Notes and the aggregate principal amount of Notes with respect to which such
default occurs is more than one-tenth of the aggregate principal amount of Notes
to be purchased on such date, and arrangements satisfactory to you and the
Company for the purchase of such Notes are not made within 36 hours after such
default, this Agreement shall terminate without liability on the part of any
non-defaulting Underwriter or the Company. In any such case either you or the
Company shall have the right to postpone the Closing Date, but in no event for
longer than seven days, in order that the required changes, if any, in the
Registration Statement and in the Prospectus or in any other documents or
arrangements may be effected. Any action taken under this paragraph shall not
relieve any defaulting Underwriter from liability in respect of any default of
such Underwriter under this Agreement.

         If this Agreement shall be terminated by the Underwriters, or any of
them, because of any failure or refusal on the part of the Company to comply
with the terms or to fulfill any of the conditions of this Agreement, or if for
any reason the Company shall be unable to perform its obligations under this
Agreement, the Company agrees to reimburse the Underwriters or such Underwriters
as have so terminated this Agreement with respect to themselves, severally, for
all out-of-pocket expenses (including the fees and disbursements of their
counsel) reasonably incurred by such Underwriters in connection with this
Agreement or the offering contemplated hereunder.

         10. SUBMISSION TO JURISDICTION; AUTHORIZED AGENT. The Company (a)
agrees that any legal suit, action or proceeding brought by any Underwriter
arising out of or relating to this Agreement, the Indenture, the Notes or the
transactions contemplated hereby or thereby may be instituted in any federal or
state court in the Borough of Manhattan, the City of New York, (b) irrevocably
waives, to the fullest extent it may effectively do so, any objection (x) which
it may now or hereafter have to the laying of the venue of any such suit, action
or proceeding in any federal or state court in the Borough of Manhattan, the
City of New York or (y) that any such suit, action or proceeding has been
brought in an inconvenient forum, and (c) irrevocably submits to the
non-exclusive jurisdiction of any such court in any such suit, action or
proceeding.

         The Company irrevocably designates and appoints The Prentice-Hall
Corporation System, Inc. as its authorized agent upon which process may be
served in any legal suit, action or proceeding arising out of or relating to
this Agreement or the transactions contemplated hereby which may be instituted
in any federal or state court in the Borough of Manhattan, the City of New York,
and agrees that service of process upon such agent, and written notice of said
service to the Company by the person serving the same, shall be deemed in every
respect effective service of process upon the Company in any such suit or
proceeding. The Company further agrees to take any and all actions as may be
necessary to maintain such designation and appointment of such agent in full
force and effect.

         11. JUDGMENT CURRENCY. If for the purposes of obtaining judgment in any
court it is necessary to convert a sum due hereunder into any currency other
than United States dollars, the parties hereto agree, to the fullest extent that
they may effectively do so, that the rate of exchange used shall be the rate at
which in accordance with normal banking procedures an Underwriter could purchase
United States dollars with such other currency in New York City on the business
day preceding that on which final judgment is given. The obligation of the
Company in respect of any sum due from the Company to any Underwriter, or of any
Underwriter in respect of any sum due from such Underwriter to the Company
shall, notwithstanding any judgment in a currency other than United States
dollars, not be discharged until the first business day following receipt by
such Underwriter, or the Company, as the case may be, of any sum adjudged to be
so due in such other currency, on which (and only to the extent that) such
Underwriter, or the Company, as the case may be, may in accordance with normal
banking procedures purchase United States dollars with such other currency; if
the United States dollars so purchased are less than the sum originally due to
the Underwriter, or the Company, as the case may be, hereunder, the Company and
such Underwriter agrees, as a separate obligation and notwithstanding any such
judgment, to indemnify such Underwriter, or the Company, as the case may be,
against such loss. If the United States dollars so purchased are greater than
the sum originally due to such Underwriter, or the Company, as the case may be,
hereunder, such Underwriter, or the Company, as the case may be, agrees to pay
to the Company or such Underwriter, as the case may be, an amount equal to the
excess of the dollars so purchased over the sum originally due to such
Underwriter, or the Company, as the case may be, hereunder.

         12. WAIVER OF IMMUNITY. To the extent that the Company has or hereafter
may acquire any immunity from jurisdiction of any court or from any legal
process (whether through service or notice, attachment prior to judgment,
attachment in aid or execution, or otherwise) with respect to itself or its
property, such party hereby irrevocably waives such immunity in respect of its
obligations hereunder to the extent permitted by applicable law and, without
limiting the generality of the foregoing, agrees that the waivers set forth in
this paragraph shall have effect to the fullest extent permitted under the
Foreign Sovereign Immunities Act of 1976 of the United States and are intended
to be irrevocable for purposes of such Act.

         13. COUNTERPARTS. This Agreement may be signed in two or more
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

         14. APPLICABLE LAW. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of New York.

         15. HEADINGS. The headings of the sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed a part of
this Agreement.


<PAGE>


                                    Very truly yours,


                                    AES CHINA GENERATING CO. LTD.

                                By: /s/ Paul T. Hanrahan
                                    -------------------------
                                        Paul T. Hanrahan
                                        President and Chief Executive Officer



  Accepted as of the date hereof
  Morgan Stanley & Co. Incorporated
  Donaldson, Lufkin & Jenrette
    Securities Corporation

  Acting severally on behalf
    of themselves and the
    several Underwriters named
    herein.

    By:  Morgan Stanley & Co.
                Incorporated

    By:  /s/ Elizabeth R. Chandler
        ----------------------------
             Elizabeth R. Chandler
             Principal

<PAGE>

                                   SCHEDULE I



                                                             PRINCIPAL AMOUNT
                                                             OF NOTES
UNDERWRITER..............................................    TO BE PURCHASED
-----------                                                  ----------------

   Morgan Stanley & Co. Incorporated.....................    149,400,000
   Donaldson, Lufkin & Jenrette
     Securities Corporation..............................     30,600,000

                                            Total........    180,000,000
                                                             ===========



<PAGE>


                                   SCHEDULE II

                 [Project Documents (By Joint Venture Company)]


<PAGE>


                                  SCHEDULE III

              [Joint Venture Documents (By Joint Venture Company)]
<PAGE>
                                   SCHEDULE IV

              [Consents, Approvals etc. (By Joint Venture Company)]

<PAGE>

                                    Exhibit A

                [Opinion of Skadden, Arps, Slate, Meagher & Flom]

     (1)  Such counsel has been advised by the Commission that the Registration
          Statement has become effective; to the best of such counsel's
          knowledge, no stop order suspending the effectiveness of the
          Registration Statement is in effect, and no proceedings for such
          purpose are pending before or threatened by the Commission.

     (2)  The Indenture has been duly qualified under the Trust Indenture Act
          and constitutes a valid and legally binding agreement of the Company,
          enforceable against the Company in accordance with its terms.

     (3)  When duly executed and authenticated in accordance with the terms of
          the Indenture and delivered against payment therefor in accordance
          with the terms of the Underwriting agreement, the Notes will be
          entitled to the benefits of the Indenture and will be valid and
          binding obligations of the Company, enforceable against the Company in
          accordance with their terms.

     (4)  The Security Agreement constitutes a valid and legally binding
          agreement of the Company, enforceable against the Company in
          accordance with its terms.

     (5)  The execution and delivery by the Company of, and the performance by
          the Company of its obligations under, the Indenture, the Notes, the
          Security Agreement and the Underwriting Agreement, each in accordance
          with its terms do not (i) constitute a breach or violation of a
          default under any of the agreements and instruments set forth on
          Exhibit A hereto ("Applicable Contracts"), (ii) contravene any
          Applicable Law or (iii) contravene any applicable judgment, order or
          decree set forth on Exhibit C hereto ("Applicable Orders").
          "Applicable Laws" means those laws, rules and regulations of the State
          of New York and of the United States of America which in our
          experience, are normally applicable to transactions of the type
          contemplated by the Indenture, the Notes, the Security Agreement and
          the Underwriting Agreement and are not the subject of a specific
          opinion herein referring expressly to a particular law or laws

     (6)  No consent, approval, authorization or order of, or qualification
          with, any United States Federal or New York State governmental agency
          or body is required to be obtained or made by the Company for the
          performance by the Company of the transactions contemplated by the
          Indenture, the Notes, the Security Agreement or the Underwriting
          Agreement, except for (i) such consents, approval, authorizations or
          qualifications as may be required under state securities or Blue Sky
          laws in connection with the offer and

                                      A-1
<PAGE>

          sale of the Notes or (ii) the registration of the Notes under the
          Securities Act

     (7)  The Company is not and, immediately after giving effect to the
          offering of the Notes and assuming the proceeds thereof have been
          applied as described in the Prospectus, will not be, subject to
          registration as an "investment company" under the Investment Company
          Act of 1940, as amended.

     (8)  The Company is not (i) subject to regulation as a "holding company" or
          a "public utility company" under Section 2(a) of the Public Utility
          Holding Company Act of 1935, (ii) subject to regulation under the
          Federal power Act or (iii) subject to regulation under the laws of the
          State of New York with respect to rates or the financial or
          organizational regulation of electric utilities.

     (9)  Under the laws of the State of New York relating to submission to
          jurisdiction, the Company has, pursuant to the Indenture, the Notes,
          the Security Agreement and the Underwriting Agreement (i) validly and
          irrevocably submitted to the personal jurisdiction of any New York
          State or United States Federal court located in Borough of Manhattan
          in The City of New York, in any action, suit or proceeding brought by
          any Underwriter arising out of our relating to the Indenture, the
          Notes, the Security Agreement, the Underwriting Agreement or the
          transactions contemplated thereby, (ii) validly waived any objection
          to the laying of venue of a proceeding in any such court and (iii)
          validly appointed The Prentice-Hall Corporation System, Inc. as its
          authorized agent for service of process; service of process effected
          on such agent in the manner set forth in Section 11.11 of the
          Indenture, Section 8.11 of the Security Agreement and Section 10 of
          the Underwriting Agreement will be effective to confer valid personal
          jurisdiction over the Company.

     (10) The statements set forth in the Prospectus under the captions
          "Description of the Notes," insofar as they purport to constitute a
          summary of the terms of the Notes, and "The Amalgamation -- Certain
          Effects of the Amalgamation" have been reviewed by such counsel and
          fairly summarize the matters purported to the described therein in all
          material respects. Although the summary set forth in the section of
          the Prospectus entitled "Taxation - United States Taxation" does not
          purport to discuss all possible United States Federal income tax
          considerations related to the acquisition, holding, or disposition of
          the Notes by a "United States holder" (as defined therein), such
          discussion constitutes, in all material respects, a fair and accurate
          summary of the United States Federal income tax considerations that
          are likely to be material to an original purchaser of the Notes who is
          a United States holder.

                                      A-2
<PAGE>

     (11) Each document heretofore filed pursuant to the Exchange Act of 1934,
          as amended (the "Exchange Act"), and incorporated by reference in the
          Prospectus complied as to form when so filed in all material respects
          with the Exchange Act and the applicable rules and regulations of the
          Commission thereunder.

     (12) The Registration Statement and Prospectus (except for financial
          statements and schedules included therein, as to which such counsel
          need not express any opinion) comply as to form in all material
          respects with the Securities Act and the applicable rules and
          regulations of the Commission thereunder.

     (13) Such counsel (i) has no reason to believe that the Registration
          Statement and the prospectus included therein at the time the
          Registration Statement became effective contained any untrue statement
          of a material fact or omitted to state a material fact required to be
          stated therein or necessary to make the statements therein not
          misleading and (ii) has no reason to believe that the Prospectus
          contains any untrue statement of a material fact or omits to state a
          material fact necessary in order to make the statements therein, in
          the light of the circumstances under which they were made, not
          misleading, except that, in each case, such counsel need not express
          any opinion or belief with respect to (A) any information included in
          or omitted from the sections of the Registration Statement entitled
          "Appendix A - The People's Republic of China" and "Appendix B -
          Glossary of Power Industry Terms," (B) the financial statements and
          other financial or statistical data included in or excluded from the
          Registration Statement or the Prospectus, (C) exhibits to the
          Registration Statement and (D) that part of the Registration Statement
          that constitutes the Form T-1 filed with respect to the Indenture.

     (14) The "transfer" (within the meaning of Section 8-313 of the UCC) of
          securities collateral consisting of U.S. government book-entry
          securities, Depository Trust Company securities and certificated
          securities to the Collateral Agent (as defined in the Security
          Agreement), together with the Security Agreement will create a valid
          and perfected security interest in such securities collateral to
          secure the Secured Obligations (as defined in the Security Agreement).

     (15) The Security Agreement is effective to create a valid security
          interest in that portion of the Collateral (as defined in Security
          Agreement) consisting of Instruments to secure the Secured
          Obligations. The security interest of the Collateral Agent in such
          instruments will be perfected upon delivery of such Instruments to the
          Collateral Agent in the State of New York.

                                      A-3
<PAGE>

     (16) After due inquiry of responsible officers of the Company, such counsel
          does not know of (i) any legal or governmental proceedings pending or
          threatened to which the Company or any of the Project Companies is a
          party or to which any of the properties of the Company or any of the
          Project Companies is subject that are required to be described in the
          Registration Statement or the Prospectus and are not so described or
          (ii) any statutes or regulations of the State of New York or the
          United States or any contracts or other documents governed by the laws
          of the State of New York or the Federal laws of the United States that
          are required to be described in the Registration Statement or the
          Prospectus or to be filed as exhibits to the Registration Statement
          that are not described or filed as required.

                                      A-4

<PAGE>
                                    Exhibit B

                   [Opinion of Commerce & Finance Law Office]

     (1)  Each of the Joint Venture Companies has been duly organized under the
          laws of the PRC as a joint venture enterprise with the status of a
          Chinese legal person, is validly existing under the laws of the PRC,
          has the corporate power and authority to own its property (including
          land use rights) and to conduct its business as described in the
          Prospectus and its Joint Venture Documents and business license, and
          is in good standing and duly qualified to transact business in each
          jurisdiction in which the conduct of its business or its ownership or
          leasing of property requires such qualification except as otherwise
          disclosed in the Prospectus.

     (2)  None of the Joint Venture Companies is in violation of its business
          license, Joint Venture Documents or other constituent documents.

     (3)  An AES Group Company or the Company is the owner of the respective
          percentage of registered capital of each of the Joint Venture
          Companies as set forth in the Prospectus, in each case free and clear
          of all liens, encumbrances, equities, claims, restriction on transfer
          (other than as required under applicable PRC law or pursuant to the
          provisions of the Joint Venture Documents of any such Joint Venture
          Company), voting trust or other defect of title whatsoever; the
          ownership of such registered capital is valid and lawful, in all
          material respects, under all applicable PRC laws, rules, regulations
          or guidelines of any local or other court or public, governmental or
          regulatory agency or body.

     (4)  The contracted registered capital of each of the Joint Venture
          Companies has been subscribed in full by the respective joint venture
          partners of each such Joint Venture Company and all government
          approvals relating to the subscription thereof have been issued and
          are in full force and effect except any such delayed subscription
          permitted pursuant to the applicable Joint Venture Documents such that
          the ownership of registered capital of each Joint Venture Company is
          as described in the Registration Statement in all material respects.

     (5)  The execution and delivery by the Company of, and the performance by
          the Company of its obligations under, the Underwriting Agreement, the
          Indenture, the Security Agreement and the Notes (i) will not
          contravene any provision of PRC law or any agreement or other
          instrument binding upon any of the Joint Venture Companies that is
          material to the Company and the Project Companies, taken as a whole,
          or any regulation, judgment, order or decree of any governmental body,
          agency or any court having jurisdiction over any Joint Venture Company
          or (ii) except as contemplated by the Security Agreement, result in
          the creation or imposition of any 

                                      B-1
<PAGE>

          claim, lien, mortgage, security interest or other encumbrance on any
          property or assets of any Joint Venture Company.

     (6)  Each of the Project Documents constitutes a valid and binding
          agreement of the appropriate Joint Venture Company, is in full force
          and effect, and is enforceable in accordance with its terms, subject
          to bankruptcy, insolvency, fraudulent transfer, reorganization,
          moratorium and similar laws affecting creditors' rights generally and
          to general principles of equity.

     (7)  To the best of such counsel's knowledge after due inquiry, each of the
          Project Documents constitutes a valid and binding agreement of each of
          the parties thereto other than the Joint Venture Companies, is in full
          force and effect and is enforceable in accordance with its terms,
          subject to bankruptcy, insolvency, fraudulent transfer,
          reorganization, moratorium and similar laws affecting creditors'
          rights generally and to general principles of equity.

     (8)  The performance of each AES Group Company or the Company, as the case
          may be, of its obligations under the applicable Joint Venture
          Documents does not and will not contravene, in any material respect,
          (i) any provision of PRC law or any regulation or (ii) any approval,
          judgment, order, decree or regulation of any governmental body or
          agency or any court having jurisdiction over such AES Group Company or
          any of the properties or assets of such AES Group Company.

     (9)  The performance of each Joint Venture Company of its obligations under
          the applicable Project Documents does not and will not contravene, in
          any material respect, (i) any provision of PRC law or any regulation
          or (ii) any approval, judgment, order, decree or regulation of any
          governmental body or agency or any court having jurisdiction over such
          Joint Venture Company or any of the properties or assets of such Joint
          Venture Company.

     (10) To the best of such counsel's knowledge after due inquiry, each of the
          Joint Venture Documents constitutes, in all material respects, a valid
          and binding agreement of each of the parties thereto other than the
          AES Group Companies, is in full force and effect and is enforceable in
          accordance with its terms, subject to bankruptcy, insolvency,
          fraudulent transfer, reorganization, moratorium and similar laws
          affecting creditors' rights generally and to general principles of
          equity.

     (11) No consent, approval, authorization, permit, certificate or order of
          or from, or filing, declaration or qualification with or to, any
          governmental body, self-regulatory organization, court, tribunal,
          agency or official was or is required for (i) the establishment of
          each Joint Venture Company (taking 

                                      B-2
<PAGE>

          into account the anticipated total investment in such Joint Venture
          Company, (ii) the ownership by the Company or an AES Group Company, as
          the case may be, of the respective percentage of registered capital of
          each of the Joint Venture Companies as set forth in the Prospectus,
          (iii) the performance by the Company, the applicable AES Group
          Company, the applicable Joint Venture Company, and to the best of such
          counsel's knowledge, each other party thereto of its obligations under
          the Joint Venture Documents, (iv) the conduct by each Joint Venture
          Company of its business and ownership of its properties (including the
          establishment and ownership of the relevant Project) as described in
          the Prospectus and as contemplated under the Project Documents, (v)
          the application of the tariff calculation and adjustment method
          contained in the relevant power purchase contract to the electricity
          tariff payable to the relevant Joint Venture Company, (vi) the
          performance by each party of its obligations under the Project
          Documents to which it is a party, including, but not limited to,
          payment of, and adjustments to, the relevant tariff by the relevant
          power purchaser of each Project as contemplated under the Project
          Documents, and (vii) the performance by the Company of its obligations
          under the Underwriting Agreement, the Indenture, the Security
          Agreement or the Notes, except such as have been obtained or made and
          are in full force and effect and have been listed in Schedule IV of
          this Agreement; no such consent, approval, authorization, permit,
          certificate or order, filing, declaration or qualification that has
          been made or obtained contains any restriction on the ability of the
          Joint Venture Companies to own, use or lease its properties, to
          conduct its business or to satisfy its obligations and enjoy rights
          and benefits contemplated under the Joint Venture Documents and
          Project Documents or the Company's ability to satisfy its payment
          obligations under the Notes, except such restrictions as are disclosed
          in the Prospectus.

     (12) Each Joint Venture Company has full power and authority to effect
          dividend payments and remittances thereof and payments of interest and
          principal on loans or advances by the Company or an AES Group Company
          (collectively, "Payments") outside the PRC in Unites States dollars.
          Each Joint Venture Company has obtained all approvals currently
          required in the PRC for it to be able to pay, and, subject to the
          acquisition of the necessary foreign exchange, each such Joint Venture
          Company is currently entitled to remit outside the PRC and pay, in
          United States Dollars, all Payments payable to the Company or any AES
          Group Company.

     (13) All Payments by any Joint Venture Company to the Company or any AES
          Group Company are currently free and clear of any PRC tax, duty,
          withholding or deduction, except withholding tax payable on payments
          of interest with respect to any loans to such Joint Venture Company.

                                      B-3
<PAGE>

     (14) None of the Joint Venture Companies is, or with the giving of notice
          or lapse of time or both would be, in violation of or in default under
          (i) any provision of PRC law, the Project Documents relating to such
          Joint Venture Company or the Joint Venture Documents of such Joint
          Venture Company, (ii) any other agreement or instrument by which such
          Joint Venture Company is bound or to which any of the property or
          assets of such Joint Venture Company is subject or (iii) any approval,
          judgment, order, decree or regulation of any governmental body or
          agency or of any court having jurisdiction over such Joint Venture
          Company, except for such defaults that would not, individually or in
          the aggregate, have a material adverse effect on the Company and the
          Project Companies, taken as a whole.

     (15) Each of the Joint Venture Companies has paid all PRC taxes which it is
          required to have paid, except (i) for taxes payment of which is being
          contested in good faith by appropriate proceedings and for which
          reserves deemed by it to be adequate have been set aside on its books
          and (ii) where the failure to pay any such taxes would not,
          individually or in the aggregate, have a material adverse effect on
          the Company and its Project Companies, taken as a whole.

     (16) Each of the Joint Venture Companies owns or has been granted all
          necessary rights to use, for the approved duration of such Joint
          Venture Company, all of the material properties and assets owned or
          used by it or transferred, assigned or otherwise conveyed to it in
          connection with its formation or thereafter. Such properties and
          assets are free and clear of all claims, liens, security interests or
          other encumbrances, other than Liens permitted under the Indenture,
          which would materially affect its ability to perform under the Project
          Documents to which it is a party or which would materially affect the
          Company's ability to satisfy its payment obligations under the Notes.
          Each of the Joint Venture Companies has obtained all land-use rights
          which are necessary in connection with the construction, ownership and
          operation of the respective Project, for the approved duration of such
          Joint Venture Company, and the conduct of their respective businesses
          as described in the Registration Statement, free and clear of all
          encumbrances and defects (other than such encumbrances or defects
          which do not interfere with the use made and proposed to be made of
          such land-use rights), and all such land-use rights are valid, binding
          and enforceable in accordance with their respective terms, in all
          material respects. All real property, buildings and equipment held
          under lease if any, by each of the Joint Venture Companies are held by
          each of them under leases that are valid, binding and enforceable, in
          all material respects.

                                      B-4
<PAGE>

     (17) Each of the Joint Venture Companies (i) is in compliance with all
          applicable laws and regulations relating to the protection of human
          health and safety, the environment or hazardous or toxic substances or
          wastes, pollutants or contaminants ("Environmental Laws"), (ii) has
          received all permits, licenses and approvals required, if any, under
          applicable Environmental Laws to conduct is business, including to
          construct, own and operate the Projects, as described in the
          Prospectus and (iii) is in compliance with all terms and conditions of
          such permits, licenses and approvals, except where any noncompliance
          with Environmental Laws, failure to receive required permits, licenses
          or other approvals or failure to comply with the terms and conditions
          of such permits, licenses or approvals would not, singly or in the
          aggregate, have a material adverse effect on such Joint Venture
          Company or on the Company's ability to satisfy its payment obligations
          under the Notes; and none of the Joint Venture Companies has received
          any notice of proceedings relating to the revocation or modification
          of any of such permits, licenses or approvals.

     (18) To the best of such counsel's knowledge after due inquiry, none of the
          Joint Venture Companies nor other person has taken any action nor have
          any other steps been taken or legal proceedings been started or
          threatened against any of the Joint Venture Companies for its winding
          up or dissolution, or for the withdrawal, revocation or cancellation
          of the business license of any of the Joint Venture Companies; and no
          notice of appointment of a receiver of any of the Joint Venture
          Companies or any of its assets has been issued and no declaration or
          order of insolvency has been or is threatened to be made.

     (19) There are no legal or governmental proceedings pending (i) to which
          any of the Project Companies is a party or to which any such Project
          Company's properties or assets is subject, or (ii) which could,
          individually or in the aggregate, reasonably be expected to have a
          material adverse effect on any of the Project Companies or the
          Projects or the validity or enforceability of the Underwriting
          Agreement, the Indenture, the Security Agreement or the Notes or the
          Project Documents and, to the best of such counsel's knowledge, after
          due inquiry, no such proceedings are threatened.

     (20) The statements in the Prospectus under the captions "Enforceability of
          Civil Liabilities;" "Risk Factors -- Risks Pertaining to the PRC --
          Developing Legal System," "-- Risks Related to the Company's Business
          -- Regulation and Restrictions; Tariffs," "-- Government Approval
          Process," "-- Environmental Matters," "The PRC Electric Power Industry
          -- Organization of the PRC's Electric Power Industry" and "-- Electric
          Power Law;" "Business -- Joint Venture Companies," "-- Government
          Approvals," "-- Environmental Regulation," "-- Description of the
          Current Projects" and "-- Description of the Potential Projects;" and
          "Appendix A -- 

                                      B-5
<PAGE>

          The People's Republic of China -- Environmental Protection," "--
          Foreign Exchange Controls and Exchange Rate Information" and "-- Legal
          System," in each case insofar as such statements constitute summaries
          of the legal matters, documents or proceedings referred to therein,
          fairly present the information called for with respect to such legal
          matters, documents and proceedings and, fairly summarize the matters
          referred to therein.

                                      B-6

<PAGE>

                                    Exhibit C

                 [Opinion of Conyers, Dill & Pearman (Bermuda)]

     (1)  The Bermuda Prospectus is in compliance with the requirements of the
          Companies Act 1981 and, together with the required attachments, has
          been filed with the Registrar of Companies in Bermuda pursuant to the
          Companies Act 1981. whenever any of the particulars in the Prospectus
          ceases in a material respect to be accurate, supplementary particulars
          must also be issued and filed with the Registrar of Companies in
          Bermuda.

     (2)  The Company is duly incorporated and validly existing and in
          compliance (meaning that the Company has not failed to make any filing
          with any Bermuda governmental authority or to pay any Bermuda
          government fee or tax which might make the Company liable to be struck
          off the Register of Companies and thereby cease to exist under the
          laws of Bermuda) under the laws of Bermuda.

     (3)  The Company has the necessary corporate power and authority to enter
          into and perform its obligations under the Registration Statement, the
          Prospectus, the Underwriting Agreement, the Indenture, the Notes and
          the Security Agreement (the "Documents"). The execution and delivery
          of the Documents by the Company and the performance of its obligations
          thereunder will not violate the memorandum of association or by-laws
          of the Company, nor any applicable law or regulation of Bermuda.

     (4)  The Company has the corporate capacity and power:

          (a)  to generate, sell, supply, transmit and trade in electricity;

          (b)  to directly or indirectly and either solely or jointly with
               others, to construct, develop, acquire, own, hold, dispose of,
               sell or otherwise deal with interests in, manage, operate and
               maintain, and advise, consult with and provide services to others
               in connection with, electrical power generation facilities of all
               kinds and related facilities, including fuel source and supply,
               fuel transmission and electricity transmission facilities; and

          (c)  to borrow or raise or secure the payment of money in such manner
               as the Company may think fit;

          (d)  as set out in paragraphs (b) to (n) and (p) to (u) inclusive of
               the Second Schedule to the Companies Act 1981.

                                      C-1
<PAGE>

     (5)  The Company has an authorized capitalization as set forth in the
          Prospectus.

     (6)  The Company has taken all corporate action required to authorize its
          execution, delivery and performance of the Documents. The Documents
          have been duly executed by or on behalf of the Company, and constitute
          the valid and binding obligations of the Company, enforceable in
          accordance with the terms thereof.

     (7)  The Notes to be sold pursuant to the Registration Statement and the
          Prospectus have been duly authorized and, when executed,
          authenticated, issued and delivered in accordance with the provisions
          of the Indenture and as contemplated by the Registration Statement and
          the Prospectus, will constitute valid and binding obligations of the
          Company, enforceable in accordance with the terms thereof.

     (8)  No order, consent, approval, license, authorization or validation of
          or exemption by any government or public body or authority of Bermuda
          or any sub-division thereof is required to authorize or is required in
          connection with the execution, delivery, performance and enforcement
          of the Documents except such as have been duly obtained in accordance
          with Bermuda law and are in full force and effect.

     (9)  The Company has been designated as a non-resident of Bermuda for
          exchange control purposes by the Bermuda Monetary Authority, whose
          permission for issue and transfer of the Notes to persons regarded as
          non-residents of Bermuda for exchange control purposes as contemplated
          by the Underwriting Agreement has been obtained and is in full force
          and effect, and;

          (a)  "Foreign Currency" Accounts (all currencies other than Bermuda
               dollars) with banks in or outside Bermuda may be opened and
               maintained without reference to the Bermuda Monetary Authority.

          (b)  "External Bermuda Dollar" Accounts with banks in Bermuda may be
               opened and maintained provided that balances therein are limited
               to those necessary to meet day-to-day local expenses.

          (c)  "Resident Bermuda Dollar" Accounts may not be opened in the name
               of the Company.

                                      C-2
<PAGE>

     (10) It is not necessary to ensure the enforceability in Bermuda of the
          Underwriting Agreement, the Indenture, the Security Agreement and the
          Notes (the "Agreements") that they be registered in any register kept
          by, or filed with, any governmental authority or regulatory body in
          Bermuda. However, to ensure the priority in Bermuda of any charge
          created by the Agreements that such charge be registered in the
          Register of Charges in accordance with Section 55 of the Companies Act
          1981. On registration such charge will have priority in Bermuda over
          any unregistered charge and over any subsequently registered charge in
          respect of the assets which are the subject of such charge.

     (11) The obligations of the Company under the Indenture and the Notes will
          rank at least pari passu in priority of payment with all other
          unsecured unsubordinated indebtedness of the Company other than
          indebtedness which is preferred by virtue of any provision of the laws
          of Bermuda of general application.

     (12) The Company is not entitled to any immunity under the laws of Bermuda,
          whether characterized as sovereign immunity or otherwise, from any
          legal proceedings, whether in Bermuda or elsewhere, to enforce or to
          collect upon the Documents (including, without limitation, immunity
          from service of process, immunity from jurisdiction of any court or
          tribunal or immunity of any of its property from attachment in aid of
          execution upon a judgment in respect of itself or its property).

     (13) There is no income or other tax of Bermuda imposed by withholding or
          otherwise on any payment to be made to or by the Company or the
          Underwriters under the Documents. The Documents will not be subject to
          ad valorem stamp duty in Bermuda and no registration, documentary,
          recording, transfer or other similar tax, fee or charge is payable in
          connection with the execution, delivery, filing, registration or
          performance of the Agreements.

     (15) The choice of the New York law to govern the Agreements is a valid
          choice of law and the submission therein by the Company to the
          non-exclusive jurisdiction of the federal or state courts in the
          Borough of Manhattan, The City of New York (the "Foreign Courts") is
          valid and binding upon the Company.

     (16) The courts of Bermuda would recognize as a valid judgment, a final and
          conclusive judgment in personam obtained in the Foreign Courts against
          the parties to the Documents based upon the Documents under which a
          sum of money is payable (other than a

                                      C-3
<PAGE>

          sum of money payable in respect of multiple damages, taxes or other
          charges of a like nature or in respect of a fine or other penalty) and
          would give a judgment based thereon provided that (a) such courts had
          proper jurisdiction over the parties subject to such judgment, (b)
          such courts did not contravene the rules of natural justice of
          Bermuda, (c) such judgment was not obtained by fraud, (d) the
          enforcement of the judgment would not be contrary to the public policy
          of Bermuda, (e) no new admissible evidence relevant to the action is
          submitted prior to the rendering of the judgment by the courts of
          Bermuda and (f) there is due compliance with the correct procedures
          under the laws of Bermuda.

     (17) Based solely upon a search of the Cause Book of the Supreme Court of
          Bermuda conducted at [ am/pm] on [ ], there are no judgments against,
          nor legal or governmental proceedings, pending in Bermuda to which the
          Company is subject.

     (18) The Agreements may be enforced against the Company, in the courts of
          Bermuda and any court having appellate jurisdiction therefrom without
          any express submission to any such jurisdiction, and, if action were
          taken in respect of any of the Agreements before such courts, such
          courts would recognize and give effect to the provisions therein
          whereby they are to be governed by and construed in accordance with
          New York law.

     (19) The statements (i) in the Prospectus under the captions
          "Enforceability of Civil Liabilities," "The Amalgamation," "Taxation -
          Bermuda Taxation" and "Certain Foreign Issuer Considerations" and (ii)
          in the Registration Statement in Item 15 of the Prospectus, in each
          case insofar as such statements constitute summaries of Bermuda legal
          matters, documents or proceedings therein, fairly represent the
          information called for with respect to such Bermuda legal matters,
          documents and proceedings and fairly summarize the matters referred to
          therein.

                                      C-4

<PAGE>

                                    Exhibit D

          [Opinion of Conyers, Dill & Pearman (British Virgin Islands)]

     (1)  Each of AES Yangchun Power Co. Ltd., AES Tien Fu Power Co. Ltd. and
          AES Anhui Power Company Ltd. (collectively, the "AES Group Companies"
          and each an "AES Group Company") has been duly incorporated and is
          validly existing as a corporation in good standing under the laws the
          British Virgin Islands, and each of the AES Group Companies has the
          power and authority (corporate and other) to own its property and to
          conduct its business as described in the Prospectus.

     (2)  All of the issued shares in the share capital of each AES Group
          Company have been duly and validly authorized and issued, and are
          owned directly or indirectly by the Company, free and clear of all
          liens, encumbrances, restrictions on transfer, equities or claims.

     (3)  The execution and delivery of and performance by each AES Group
          Company of its obligations under the Joint Venture Documents to which
          it is a party do not contravene its memorandum and by-laws or any
          provision of applicable law or any regulation, judgment, order or
          decree of any governmental body or agency or any court having
          jurisdiction over any such AES Group Company.

     (4)  All dividend payments and remittances thereof and other distributions
          by each AES Group Company to the Company are free and clear of any
          tax, duty, withholding or deduction.

                                      D-1

<PAGE>
                                    Exhibit E

              [Opinion of Conyers, Dill & Pearman (Cayman Islands)]

     (1)  Jiaozuo Power Partners, L.P. ("Jiaozuo L.P.") has been duly organized
          and is validly existing as a limited partnership in good standing
          under the laws of its organization and Jiaozuo (G.P.) Corp.
          (collectively, together with Jiaozuo L.P., the "AES Group Companies"
          and each an "AES Group Company") has been duly incorporated and is
          validly existing as a corporation in good standing under the laws the
          Cayman Islands, and each of the AES Group Companies has the power and
          authority (corporate and other) to own its property and to conduct its
          business as described in the Prospectus.

     (2)  All of the issued shares in the share capital (or partnership
          interests in the case of Jiaozuo L.P.) of each AES Group Company have
          been duly and validly authorized and issued, and are owned directly or
          indirectly by the Company, free and clear of all liens, encumbrances,
          restrictions on transfer, equities or claims.

     (3)  The execution and delivery of and performance by each AES Group
          Company of its obligations under the Joint Venture Documents to which
          it is a party do not contravene its memorandum and by-laws or any
          provision of applicable law or any regulation, judgment, order or
          decree of any governmental body or agency or any court having
          jurisdiction over any such AES Group Company.

     (4)  All dividend payments and remittances thereof and other distributions
          by each AES Group Company to the Company are free and clear of any
          tax, duty, withholding or deduction.

                                      E-1

<PAGE>

                                    Exhibit F

                         [Opinion of Raja, Darryl & Loh]

     (1)  Each of AES Chigen Co. (L) Ltd., AES Tien Fu Power Co (L) Ltd., AES
          China Power Holding Co. (L) Ltd., and AES China Holding Co. (L) Ltd.
          (collectively, the "AES Group Companies" and each an "AES Group
          Company") has been duly incorporated and is validly existing as a
          corporation in good standing under the laws of Labuan, and each of the
          AES Group Companies has the power and authority (corporate and other)
          to own its property and to conduct its business as described in the
          Prospectus.

     (2)  All of the issued shares in the share capital of each AES Group
          Company have been duly and validly authorized and issued, and are
          owned directly or indirectly by the Company, free and clear of all
          liens, encumbrances, restrictions on transfer, equities or claims.

     (3)  The execution and delivery of and performance by each AES Group
          Company of its obligations under the Joint Venture Documents to which
          it is a party do not contravene its memorandum and by-laws or any
          provision of applicable law or any regulation, judgment, order or
          decree of any governmental body or agency or any court having
          jurisdiction over any such AES Group Company.

     (4)  All dividend payments and remittances thereof and other distributions
          by each AES Group Company to the Company are free and clear of any
          tax, duty, withholding or deduction.

                                      F-1