{"id":42132,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/chengdu-aes-kaihua-gas-turbine-power-co-ltd-cooperative-joint.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"chengdu-aes-kaihua-gas-turbine-power-co-ltd-cooperative-joint","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/chengdu-aes-kaihua-gas-turbine-power-co-ltd-cooperative-joint.html","title":{"rendered":"Chengdu AES Kaihua Gas Turbine Power Co. Ltd. Cooperative Joint Venture Contract &#8211; Chengdu Huaxi Electric Power (Group) Co. Ltd., China National Aero-Engine Corp., and AES China Generating Co. Ltd."},"content":{"rendered":"<pre>\n Information contained herein, marked with [***], is being filed pursuant to a\n                      request for confidential treatment.\n\n\n                CHENGDU HUAXI ELECTRIC POWER (GROUP) COMPANY LTD.\n\n\n\n                   AND CHINA NATIONAL AERO-ENGINE CORPORATION\n\n                                       AND\n\n                      AES CHINA GENERATING COMPANY LIMITED\n\n\n                                   COOPERATIVE\n\n                             JOINT VENTURE CONTRACT\n\n                            FOR THE ESTABLISHMENT OF\n\n           SINO-FOREIGN CHENGDU AES KAIHUA GAS TURBINE POWER CO., LTD.\n\n\n\n                                  NOVEMBER 28, 1995\n\n\n\n\n                                TABLE OF CONTENTS\n                                                                        PAGE\n                                                                        ----\n\nARTICLE 1.                 GENERAL PROVISIONS  ............................1\nARTICLE 2.                 DEFINITIONS  ...................................1\nARTICLE 3.                 PARTIES TO THIS CONTRACT  ......................4\nARTICLE 4.                 ESTABLISHMENT OF COOPERATIVE  JOINT\n                           VENTURE COMPANY  ...............................5\nARTICLE 5.                 PURPOSE, SCOPE AND SCALE OF PRODUCTION\n                           AND OPERATION  .................................6\nARTICLE 6.                 TOTAL AMOUNT OF INVESTMENT AND\n                           REGISTERED CAPITAL  ............................6\nARTICLE 7.                 ANNUAL CAPITAL RETURN  ........................11\nARTICLE 8.                 RESPONSIBILITIES OF THE PARTIES  ..............11\nARTICLE 9.                 BOARD OF DIRECTORS  ...........................13\nARTICLE 10.                MANAGEMENT ORGANIZATION  ......................17\nARTICLE 11.                SITE  .........................................18\nARTICLE 12.                SALE OF ELECTRICITY  ..........................18\nARTICLE 13.                CONSTRUCTION  .................................18\nARTICLE 14.                FUEL SUPPLY  ..................................19\nARTICLE 15.                LABOR MANAGEMENT  .............................19\nARTICLE 16.                FINANCIAL AFFAIRS AND ACCOUNTING  .............19\nARTICLE 17.                TAXATION AND INSURANCE  .......................22\nARTICLE 18.                THE JOINT VENTURE TERM  .......................23\nARTICLE 19.                BREACH OF CONTRACT  ...........................23\nARTICLE 20.                TERMINATION AND LIQUIDATION  ..................24\nARTICLE 21.                FORCE MAJEURE  ................................26\nARTICLE 22.                SETTLEMENT OF DISPUTES  .......................27\nARTICLE 23.                APPLICABLE LAW  ...............................28\nARTICLE 24.                MISCELLANEOUS PROVISIONS  .....................29\n\nSIGNATURES                 ...............................................32\n\nAPPENDIX 1.                RED LINE SITE MAP\nAPPENDIX 2.                ANNUAL CAPITAL RETURNS\nAPPENDIX 3.                ARTICLES OF ASSOCIATION\nAPPENDIX 4.                LIST OF IMPORTED EQUIPMENT\nAPPENDIX 5.                FORMATION OF EACH PARTY\n\n\n\n\n\n\n\n                       COOPERATIVE JOINT VENTURE CONTRACT\n                       ----------------------------------\n\n                          ARTICLE 1. GENERAL PROVISIONS\n\n\nTHIS  CONTRACT is made in Beijing,  the People's  Republic of China on this 28th\nday of November, 1995 by and among  --------------------  Chengdu Huaxi Electric\nPower (Group) Shareholding Company Ltd.  (hereinafter referred to as 'Party A'),\nChina National Aero-engine  Corporation  (hereinafter  referred to as 'Party B')\nand AES China Generating Company Limited (hereinafter referred to as 'Party C').\nEach of Party A, Party B and Party C shall hereinafter  individually be referred\nto as a 'Party' and collectively as the 'Parties'.\n\nAfter  friendly  consultations  conducted in accordance  with the  principles of\nequality and mutual  benefit,  the Parties have agreed to organize  Sino Froeign\nChengdu AES KAIHUA GAS Turbine Power Company, Ltd. (the 'Company') in accordance\nwith the Law of the People's Republic of China on Sino-Foreign Cooperative Joint\nVenture  Enterprises (the 'Cooperative Joint Venture Law'),law of Corporation of\nP.R.  China other  relevant  laws and  regulations,  and the  provisions of this\nContract. Therefore, the creation of this contract:\n\n                             ARTICLE 2. DEFINITIONS\n\n<font size=\"2\">2.01     Definitions\n\n         For purposes of this Joint Venture Contact,  the capitalized  terms set\n         forth below shall have the following corresponding meanings:\n\n         1.       'Affiliate': Any company, through ownership of voting stock or\n                  otherwise,  directly or indirectly,  controlling or controlled\n                  by a Party;  the term  'control'  being  used in the  sense of\n                  power to elect  directors  or to direct  the  management  of a\n                  company.\n\n         2.       'Articles  of   Association':   The   Company's   articles  of\n                  associations, signed by the Parties, approved by the Company's\n                  Board of Directors and the Examination and Approval Authority,\n                  as amended from time to time when  necessary with the approval\n                  from the Board of Directors, attached as Appendix 3.\n\n         3.       'Bank Supervision Agreement': An agreement between the Company\n                  and  the  Bank  of  China   for   supervising   each   Party's\n                  distributable as defined in Article 16.01 (d) (v).\n\n         4.       'Board' or 'Board of Directors':  The highest authority of the\n                  Company established in accordance with procedures set forth in\n                  Article 9 of this Contract.\n\n         5.       'Business License': The business license issued to the Company\n                  by the local  branch of State  Administration  of Industry and\n                  Commerce.\n\n         6.       'Chairman':  Chairman  of the  Company's  Board  of  Directors\n                  appointed in accordance with Article 9 of this Contract.\n\n         7.       'China': The People's Republic of China.\n\n         8.       'Company':  Sino-Foreign  ChengDu AES KAIHUA Gas Turbine Power\n                  Company Ltd. , a cooperative  joint venture limited  liability\n                  company organized by the Parties pursuant to this Contract.\n\n         9.       'Commencement  of  Operation':   Date  on  which  the  Company\n                  declares the GT Plant in commercial  operation defined as Date\n                  of  Commercial   Operation  in  the  Power  Purchase  Contract\n                  executed  between the Company and ChengDu Huaxi Electric Power\n                  share holding company (Group).\n\n         10.      'EPC  Contract':  the fixed  price,  fixed  schedule and fixed\n                  scope  construction  contract  for the  design,  construction,\n                  completion and commissioning of the GT Plant.\n\n         11.      'Contract':  The  Cooperative  Joint Venture  Contract for the\n                  establishment and operation of Sino-Foreign ChengDu AES KAIHUA\n                  Gas Turbine Power Co., Ltd.\n\n         12.      'DGM of  Finance':  Deputy  General  Manager of Finance of the\n                  Company  appointed  in  accordance  with  Article  10 of  this\n                  Contract. The DGM of Finance will also be the Chief Accountant\n                  of the Company.\n\n         13.      'DGM of  Operations':  Deputy General Manager of Operations of\n                  the Company  appointed in  accordance  with Article 10 of this\n                  Contract.  The  DGM of  Operations  will  also  be  the  Chief\n                  Engineer.\n\n         14.      'Directors':  Member  of  the  Company's  Board  of  Directors\n                  appointed in accordance with Article 9 of this Contract.\n\n         15.      'Despatch  Agreement':  The electric power despatch  agreement\n                  entered into between the Company and the ChengDu Power Bureau.\n\n         16.      'Examination and Approval Authority':  The Ministry of Foreign\n                  Trade and Economic  Cooperation  of the  People's  Republic of\n                  China or its authorized organization.\n\n         17.      'Fuel  Supply  Contract':  Supply  contract  for the long term\n                  supply of Natural  Gas to the GT Plant to be  entered  into by\n                  and between the Company and the gas supplier.\n\n         18.      'General Manager': General Manager of the Company appointed in\n                  accordance with Article 10 of this Contract.\n\n         19.      'GT Plant ': The entire facility of a 63 MW combined cycle gas\n                  turbine  generating plant,  complete with power generation and\n                  control   equipment,   and  all  common  services,   ancillary\n                  equipment, facility and the site.\n\n         20.      'Interconnection  Agreement':  The  interconnection  agreement\n                  entered into by and between the Company and the ChengDu  Power\n                  Bureau.\n\n         21.      'Joint  Venture  Term':  The  term  of the  cooperative  joint\n                  venture as defined in Article 18 of this Contract.\n\n         22.      'Loan  Contracts':  Contracts  to be entered  into between the\n                  Company  and Party B and Party C or an entity  arranged by the\n                  aforesaid  Parties and  acceptable  to all of the Parties,  to\n                  provide loans to the Company in  accordance  with Article 6.03\n                  hereof.\n\n         23.      'Owner's Engineer': qualified engineering firm retained by the\n                  Company to supervise the execution of the work  contracted for\n                  under the EPC Contract.\n\n         24.      'Power Bureau':  The ---------------  ChengDu Power Bureau, an\n                  economic  entity  legally  authorised  to execute  on-grid and\n                  dispatch   contracts,   in   charge   of   the   transmitting,\n                  distribution, of electricity in the ChengDu area.\n\n         25.      'Power Purchase Contract': Contract to be entered into between\n                  the Company and ChengDu Huaxi  Electric  Power Co. (Group) for\n                  the long-term sale of electricity.\n\n         26.      'RMB': The lawful currency of the People's Republic of China.\n\n         27.      'Site': The land in CHENGDU CITY, SICHUAN PROVINCE, China upon\n                  which the GT Plant and all required  auxiliary  facilities are\n                  located.\n\n         28.      'State Land Use Right Transfer Contracts':  Contracts with the\n                  same  length  as the Joint  Venture  Term to be  entered  into\n                  between the Company and ---------- Land Administration  Bureau\n                  or his Authorized Organization for the land use right transfer\n                  of the Site.\n\n         29.      'Third Party':  Any party or parties other than the parties of\n                  the Contract .\n\n         30.      'USD': The lawful currency of the United States of America.\n\n         31.      'Vice  Chairmen':  Vice  Chairmen  of the  Company's  Board of\n                  Directors  appointed  in  accordance  with  Article  9 of this\n                  Contract.\n\n                       ARTICLE 3. PARTIES TO THIS CONTRACT\n\n3.01     The Parties\n\n         The Parties to this Contract are :\n\n         (a)      Party A, Huaxi  Electric  Power Company  (Group) a corporation\n                  registered in ChengDu City,  Sichuan Province,  China with its\n                  legal address at: No.24  NanSanDuan  Y.Huan road ChengDu City,\n                  SiChuan Province, PRC\n\n\n                  Legal Representative of Party A :\n\n                  Name:             Qu De Lin\n                  Position:         General Manager\n                  Nationality:      Chinese\n\n         (b)      Party B , China National  Aero-engine  Corporation,  a Chinese\n                  economic  legal  entity  registered  in China  with its  legal\n                  address at:\n\n                  No. 16 Donghuangchenggen, Dongcheng District, Beijing, China .\n\n                  Legal Representative of Party B:\n\n                  Name:             ZHOU Xiaoqing\n                  Position:         General  Manager\n                  Nationality:      Chinese\n\n         (c)      Party C, AES  China  Generating  Company  Limited,  a  company\n                  registered in Bermuda with its legal  address at 9\/F.,  Allied\n                  Capital Resources Building,  32-38 Ice House Street,  Central,\n                  Hong Kong.\n\n                  Legal Representative of Party C :\n\n                  Name:             Paul  T. Hanrahan\n                  Position:         President\n                  Nationality:      USA\n\n       For the legal person formation of party A &amp; B, please see appendix 5.\n\n\n          ARTICLE 4. ESTABLISHMENT OF COOPERATIVE JOINT VENTURE COMPANY\n\n4.01     Establishment of the Company\n\n<\/font>         The Parties hereby agree to organize the Company in accordance with the\n         Sino-foreign  Cooperative  Joint  Venture Law,  Coparative  Law,  other\n         relevant laws and  regulations  of the Peoples  Republic of China,  and\n         with the provisions of this Contract.\n\n4.02     Name and Address of the Company;\n\n         (a)      The name of the Company shall be ' O-D Ia (0)I x\/  (degree)(R)\n                  OA   E(1) (pound)-  ?- --(a) E1\/4 --u O-D   I P  (1)-- E3\/4 in\n                  Chinese, and ChengDu AES KAIHUA GAS Turbine Power Co. Ltd.' in\n                  English.\n\n         (b)      The  legal  address  of the  Company  shall be  Chengdu  City,\n                  Sichuan Province, China.\n\n4.03     Limited Liability Company\n\n         The form of  organization  of the Company shall be a limited  liability\n         company.  Creditors of the Company  shall have  recourse  solely to the\n         assets of the Company and not to the assets of the individual  Parties.\n         Except as otherwise provided herein,  once a Party has paid in full its\n         contribution to the registered  capital of the Company and the loans in\n         accordance  with the Contract,  it shall not be required to provide any\n         further  funds  to or on  behalf  of the  Company  by  way  of  capital\n         contribution,  loan, advance, guarantee or otherwise. The Company shall\n         indemnify  the  Parties  against  any  and  all  losses,   damages,  or\n         liabilities  in respect of any third  party  claims  arising out of the\n         operation of the Company. Subject to the aforementioned  responsibility\n         limitations,  all Parties to this Contract shall share risks and losses\n         incurred by the  Company  within the limit of its  respective  share in\n         registered capital contribution.\n\n4.04     Laws and Decrees\n\n         The Company is an economic entity  established  pursuant to the laws of\n         the People's  Republic of China. The Company has the legal status of an\n         independent  legal  person.  The  activities  of the  Company  shall be\n         governed  and  protected by the laws,  decrees and  relevant  rules and\n         regulations of the People's Republic of China.\n\n\n         ARTICLE 5. PURPOSE, SCOPE AND SCALE OF PRODUCTION AND OPERATION\n\n5.01     Operation Purpose of the Company\n\n         The Company's operation objectives are to build, own and operate the GT\n         Plant  located in ChengDu  Sichuan  Province,  China,  to sell electric\n         power to the grid and to achieve a  satisfactory  return on  investment\n         for the Parties.\n\n5.02     Scope of Company Business\n\n         The  Company's   scope  of  business  will  be  to  generate  and  sell\n         electricity to the grid.\n\n5.03     Construction Scale\n\n         The  company  shall  construct  a 63  MW  combined  cycle  gas  turbine\n         generating plant.\n\n\n         ARTICLE 6. TOTAL AMOUNT OF INVESTMENT AND REGISTERED CAPITAL\n\n6.01     Total Investment\n\n\n         The total  amount of  investment  required by the Company is  presently\n         estimated to be 29.8 million US Dollars.\n\n\n6.02     Registered Capital\n\n         The  registered  capital  of the  Company  shall  be 11.92  million  US\n         Dollars.\n\n6.03     Loans\n\n         The balance  between the total  investment and the  registered  capital\n         will be  contributed as loans provided or arranged by Party B and Party\n         C upto 17.88  million  US  Dollars.  Any  addition  funding  needed and\n         approved by the Board  shall be  provided by all Parties in  accordance\n         with their share of Registered Capital. The terms and conditions of the\n         loans will be fully defined in the Loan Contracts.\n\n6.04     Contributions of Registered Capital\n\n         (a)      Party A's Contribution to Registered  Capital:  Party A agrees\n                  to contribute an amount of RMB  equivalent to 4.172 million US\n                  Dollars to the registered capital of the Company.  This amount\n                  represents  35.00% of the  registered  capital of the Company.\n                  The value of Party A's contribution in RMB shall be calculated\n                  at the USD\/RMB Exchange Rate as announced by the People's Bank\n                  of China on the date the contribution is made.\n\n         (b)      Party B's Contribution to Registered  Capital:  Party B agrees\n                  to  contribute  3.576  million US  Dollars  to the  registered\n                  capital of the Company.  This amount  represents 30.00% of the\n                  registered capital of the Company.\n\n         (c)      Party C's Contribution to Registered  Capital:  Party C agrees\n                  to  contribute  4.172  million US  Dollars  to the  registered\n                  capital of the  Company.  This  amount  represents  35% of the\n                  registered capital of the Company.\n\n6.05     Payment of Registered Capital and Conditions Precedent thereto\n\n         Each  Party  agrees to make  their  first  contribution  of  registered\n         capital to the  Company,  which shall not be less than 15% of the total\n         amount of their respective portions of registered capital share, within\n         thirty (30) days after satisfaction of the conditions  precedent listed\n         below.  The Parties agree to hold a Board of Directors  meeting as soon\n         as possible  after  receiving  the  Business  License of the Company to\n         execute the contracts  listed below and decide a contribution  schedule\n         for  the  balance  of the  registered  capital  according  to  relevant\n         regulations and construction need.\n\n         Conditions precedent to payment of registered capital are:\n\n         (a)      Issuance of approval by the Examination and Approval Authority\n                  approving  this  Contract  and  the  Articles  of  Association\n                  without  varying the terms hereof or imposing  any  additional\n                  terms or conditions;\n\n         (b)      Issuance of a duplicate of the Company's  Business  License by\n                  the local branch of the State  Administration for Industry and\n                  Commerce of China;\n\n         (c)      Approval  from  the  local  Foreign  Exchange   Administration\n                  Bureau,  approving  that the Company will have the priority in\n                  converting  RMB into foreign  exchange to satisfy its need for\n                  foreign exchange.\n\n         (d)      Execution  and  approval of the State Land Use Right  Contract\n                  for the Site,  the Power  Purchase  Contract,  the Fuel Supply\n                  Contract,  the CAREC Personnel  Contract and the AES Personnel\n                  Contract,  the  Loan  Contracts,  the EPC  Contract,  the Bank\n                  Supervision  Agreement,  the  Interconnection  Agreement,  the\n                  Despatch  Agreement  and  other  aspects  of the  transactions\n                  described in the Contract.  Approval shall be from all Chinese\n                  government  authorities  required to approve  these  Contracts\n                  without varying the terms or imposing any additional  terms or\n                  conditions.  If any  of the  above  contracts  do not  require\n                  approval in accordance with Chinese laws and  regulations,  no\n                  Party  may  claim a lack of  approval  as a reason to not fund\n                  their registered capital.\n\n         (e)      Opening of a bank account with a relevant  bank in the name of\n                  the Company;\n\n         (f)      Approval  by the  --------  Provincial  Pricing  Bureau of the\n                  tariff formula in the Power  Purchase  Contract for the entire\n                  term of the Contract which determines the price of electricity\n                  sold  by the  Company  to the  Huaxi  Electric  Power  Company\n                  (Group) Ltd. in accordance with the Policy of fund raising for\n                  power generating.\n\n         (g)      Obtain a legal  opinion from the legal  counsel of each Party,\n                  stating  that the  Joint  Venture  Company  has  obtained  all\n                  required  approvals,  and that  all the  contracts  listed  in\n                  Article 6.05(d) are legal and enforceable.\n\n         (h)      Approval by each parties board of directors to authorize  each\n                  party to enter into this Contract.\n\n         Each of the aforesaid  conditions  precedent must be met satisfactorily\n         to each of the Parties.  In the event any of the above  conditions have\n         not been met  thirty  (30) days  after the  Company  has been  issued a\n         duplicate  of its  Business  License,  and the  Parties do not agree in\n         writing  to waive  such  conditions  precedent,  or extend the time for\n         their  fulfillment,  any Party shall have the right to  terminate  this\n         Contract.  Should any Party terminate the Contract, no Party shall have\n         the right to require  that Party to make further  contributions  to the\n         registered  capital  nor shall any Party  claim any  damages  from that\n         Party.\n\n         If  within  thirty  (30)  days  after  satisfaction  of the  conditions\n         precedent,  any Party has not made its  contribution  to the registered\n         capital of the Company,  or if a Party fails to make  contributions  in\n         accordance  with the  schedule  approved  by the  Board,  the  Party or\n         Parties  failing  to make such  contribution  shall be  charged  with a\n         penalty  equal to 0.05% of the  delinquent  part of  payment on a daily\n         basis,  from the date of the scheduled  contribution  until the date of\n         the actual contribution, and shall be in default under this Contract.\n\n6.06     Drawdown of Loans\n\n         Loans provided or arranged by Party B and Party C shall be deposited to\n         the bank  account  of the  Company  in  accordance  with the  financial\n         requirements of the construction  progress. The specific dates shall be\n         set in the Loan  Contracts.  Failure to make  payments  on time will be\n         treated in accordance with the provisions of the Loan Contracts.\n\n6.07     Investment Certificate\n\n         After each Party  submits its  contribution  in full to the  registered\n         capital, a certified public accountant  registered in China will verify\n         the  contribution  and  issue  a  contribution   verification   report.\n         Thereupon,  the Company shall issue an investment  certificate  to each\n         Party  having  made  its  contribution,  which  will be  signed  by the\n         Chairman and the Vice Chairmen of the Board.\n\n\n6.08     Assignment of Registered Capital\n\n         (a)      APPROVAL OF THE BOARD OF DIRECTORS AND RIGHT OF FIRST REFUSAL:\n                  Any  Party to this  Contract  may  assign,  sell or  otherwise\n                  transfer all or part of its ownership  interest in the Company\n                  (such Party being hereinafter referred to as 'the Transferring\n                  Party') to any Third  Party  (hereinafter  referred  to as the\n                  'Transferee'),   provided  such   transfers  get  a  unanimous\n                  approval of the Board of  Directors.  Such  transfers  will be\n                  allowed  provided  the  other  Parties  have a right  of first\n                  refusal  to  purchase  the  interest  in  the  Company   being\n                  transferred under the same terms and conditions agreed between\n                  the  Transferring  Party and the Transferee.  The Transferring\n                  Party shall  notify the other  Parties in writing of the terms\n                  and  conditions of the  transfer.  If the other Parties do not\n                  exercise  their right of first refusal within thirty (30) days\n                  after  receipt  of such  notice,  they  will be deemed to have\n                  consented to the  transfer.  The  Transferring  Party may then\n                  transfer its  ownership  interest in the Company  provided the\n                  Transferee  executes a document by which it becomes a Party to\n                  this Contract and expressly  assumes the Transferring  Party's\n                  obligations  herein. The requirement for unanimous approval of\n                  the Board do not apply if a Party is  assigning  its rights to\n                  distributions from the Company as security to obtain loans for\n                  itself  or an  Affiliate.  Nor  shall  the  Company  take  any\n                  collatural  responsibility  for it.  If a Party is  assigning,\n                  selling  or  otherwise  transferring  all or any  part  of its\n                  rights, title and interest in the Company to an Affiliate, the\n                  right of first refusal shall not apply.\n\n         (b)      GOVERNMENT  APPROVAL:  Any  sale or  assignment  of  ownership\n                  interest in the Company shall be submitted to the  Examination\n                  and Approval  Authority of this Contract for  examination  and\n                  approval.  The sale or assignment  shall become effective only\n                  after the approval is  received.  Upon receipt of the approval\n                  from such Examination and Approval Authority the Company shall\n                  register the change in ownership  with the local branch of the\n                  State Administration for Industry and Commerce of China.\n\n         (c)      SIMULTANEOUS   TRANSFER  OF   REGISTERED   CAPITAL  AND  LOANS\n                  INTEREST:  Any Party to this  Contract  assigning,  selling or\n                  otherwise  transferring all or part of its registered  capital\n                  interest  in  the  Company  to  any  third  party  shall  also\n                  transfer, or cause to be transferred,  a proportional share of\n                  its loans to the Company.\n\n6.09     Increase of Registered Capital\n\n         Any increase in the  registered  capital must be first agreed to by the\n         Parties and unanimously approved by the Board of Directors before being\n         submitted to the  Examination  and Approval  Authority of this Contract\n         for approval. In principle, increases in registered capital will be met\n         by the Parties in  proportion  to their then  existing  interest in the\n         Company's  registered  capital.  Upon approval by such  Examination and\n         Approval  Authority,   the  Company  shall  register  the  increase  in\n         registered  capital with the local  branch of the State  Administration\n         for Industry and Commerce of China.\n\n6.10     Failure to Make Registered Capital Contributions\n\n         In  the  event  any  Party  fails  to  make  its   registered   capital\n         contribution  (or any portion  thereof) as provided  herein or fails to\n         provide its share of any increase in the Company's  registered  capital\n         as  described  in Article  6.09  above,  then in  addition to any other\n         rights the Company may have against the  defaulting  Party as described\n         in Article 6.05, the Company shall offer such  unsubscribed  portion of\n         registered  capital to the non-defaulting  Parties.  The non-defaulting\n         Parties will be offered the portion not paid by the defaulting Party in\n         proportion to each Party's registered capital contribution. Such change\n         in each Party's investment ratio and transfer in interest of registered\n         capital as described in this paragraph shall be subject to the approval\n         of the Examination and Approval Authority of this Contract.\n\n6.11     Development Expenses\n\n         Development  expenses  shall only include the expenses  incurred by the\n         Parties for the sole  purpose of  preliminary  work of the GT Plant and\n         those  agreed upon by the  Parties.  The Parties  hereby agree that the\n         development  expenses  for  Party  A is  [***]  and  Party  B is  [***]\n         respectively  and for Party C is [***].  These  amounts  will be either\n         counted as part of the registered capital contribution  provided by the\n         Parties or paid to the Parties by the Company,  in accordance  with the\n         decision of the Board.\n\n[***] Filed separately with the Commission pursuant to a request for \nconfidential treatment.\n\n                        ARTICLE 7. ANNUAL CAPITAL RETURN\n\n7.01     The investment  return rate for the Parties is calculated  based on the\n         GT Plant  operating  at full load with an annual  equivalent  operation\n         hour of [***] hours. After all taxes and contribution to required funds\n         according to relevant  regulations are paid, the USD financial internal\n         return rate (FIRR) on equity for the Parties  shall be [***].  Based on\n         an annual  equivalent  full load operation hour of [***] hours,  and an\n         FIRR of [***], the annual capital returns of the Parties  calculated in\n         USD  (including  profit  distribution)  are  calculated  and  listed in\n         Appendix 2.\n\n[***] Filed separately with the Commission pursuant to a request for \nconfidential treatment.\n\n7.02     In the event  that the  annual  equivalent  full load  operating  hours\n         exceeds [***] hours, or the generation  costs are reduced,  the Parties\n         may get  annual  returns  in the  current  year  greater  than those in\n         Appendix 2 in the current year.\n\n[***] Filed separately with the Commission pursuant to a request for \nconfidential treatment.\n\n                   ARTICLE 8. RESPONSIBILITIES OF THE PARTIES\n\n8.01     Responsibilities of Party A\n\n         In addition to its other obligations under this Contract, Party A shall\n         have the following responsibilities :\n\n         (a)      Be responsible for obtaining all necessary approvals,  permits\n                  and licenses for the establishment of the Company and have the\n                  obligation  to use their  best  efforts in  obtaining  all the\n                  approvals necessary for the ongoing operation of the Company;\n\n         (b)      Be responsible  for carrying out all  registration  procedures\n                  for land use right for the Site, and all other land use rights\n                  needed by the Company,  in a timely  manner so as not to delay\n                  development and construction of the GT Plant.\n\n         (c)      Obtain, on behalf of the Company,  all infrastructure  needed,\n                  including  external  water supply,  power supply,  Gas supply,\n                  transportation,  communications,  and other  services,  on the\n                  most favorable terms and conditions available;\n\n         (d)      Assist the Company in applying for the most  preferential  tax\n                  treatment  and other  investment  incentives  available  under\n                  applicable laws and regulations;\n\n         (e)      Assist the Company in obtaining  necessary approvals to import\n                  raw materials and  equipment.  Assist the Company in arranging\n                  for transportation of imported materials and equipment between\n                  Chinese ports and the Site;\n\n         (f)      Assist the Company with the  procedures  for procuring  import\n                  licenses and facilitating  customs  formalities for the import\n                  of machinery  and  equipment,  fuel,  materials,  supplies and\n                  office equipment on preferential terms;\n\n         (g)      Assist the Company's expatriates to obtain all necessary entry\n                  visas and work permits;\n\n         (h)      Assist the Company in opening  Renminbi  and foreign  currency\n                  bank accounts;\n\n         (i)       Assist the Company in recruiting qualified Chinese personnel;\n\n         (j)      Obtain necessary  approvals for the Company to utilize various\n                  methods  permitted  under  Chinese  law to balance its foreign\n                  exchange as needed and to meet the Company's  foreign exchange\n                  needs,  including  Party C's ability to convert  dividends and\n                  return  of  capital  into  foreign   exchange  for  remittance\n                  overseas;\n\n         (k)      Handle other reasonable  matters entrusted by the Company from\n                  time to time.\n\n8.02     Responsibilities of Party  B:\n\n         In addition to its other obligations under this Contract, Party B shall\n         have the following responsibilities :\n\n         (a)      Be responsible  for drafting  feasibility  study report of the\n                  project,  and submitting  engineering and technical  documents\n                  necessary for the examination and approval of the project;\n\n         (b)      Be responsible for importing  machinery  equipment as an agent\n                  entrusted by the Company;\n\n         (c)      Assist the Company's expatriates to obtain all necessary entry\n                  visas and work permits;\n\n         (d)      Assist the Company in  appointing  qualified  O&amp;M personnel of\n                  the  GT  Power  Plant  and  in   arranging   the  training  of\n                  personnel;According  to the needs of the  Company,  assist the\n                  Company  in  the   recruitment  and  employment  of  qualified\n                  operations and maintenance  personnel for the GT Plant; assist\n                  the Company to arrange training;\n\n         (e)      Be  responsible   for  preparing  the  Company's   engineering\n                  construction proposals;\n\n         (f)      Handle other reasonable  matters entrusted by the Company from\n                  time to time.\n\n8.03     Responsibilities of Party  C:\n\n         In addition to its other obligations under this Contract, Party C shall\n         have the following responsibilities :\n\n         (a)      Assist  the  Company in  purchasing  equipment,  supplies  and\n                  materials  inside or outside  China to ensure that they are of\n                  the proper quantity and quality;\n\n         (b)      Introduce   modern   management   techniques   and   financial\n                  management expertise to the Company;\n\n         (c)      Assist Company staff and  representatives in arranging foreign\n                  visas\/work permits for overseas training,  as required for the\n                  operation and management of the GT Plant;\n\n         (d)      Assist  the  Company  in   recruiting   qualified   expatriate\n                  personnel and  international  consultants,  as required by the\n                  Company;\n\n         (e)      Handle other reasonable  matters entrusted by the Company from\n                  time to time.\n\n         (f)      Assist the Company is obtaining  working  capital loan for the\n                  operation of the GT Plant.\n\n                          ARTICLE 9. BOARD OF DIRECTORS\n\n9.01     Formation of the Board\n\n         (a)      The Board of  Directors  shall be  established  on the date of\n                  registration of the Company.\n\n         (b)      The Board shall  consist of nine(9)  Directors  including  the\n                  Chairman of the Board,  three(3) of whom shall be appointed by\n                  Party A,  three(3) by Party B and  three(3) by Party C. At the\n                  time this  Contract is executed  and at any time a Director is\n                  appointed or removed,  each Party shall provide written notice\n                  to the other  Parties of the names of its appointed or removed\n                  Directors.\n\n         (c)      In general,  each  Director  shall be appointed  for a term of\n                  four (4) years and may serve  consecutive terms if reappointed\n                  by the Party  originally  appointing  him. Each Director shall\n                  serve and may be removed by the Party who made that Director's\n                  appointment. In the event a Director vacates the Board through\n                  retirement,  resignation,  illness, disability or death, or in\n                  the event a Director  is  removed by the Party who  originally\n                  appointed  that Director,  the Party who originally  appointed\n                  that  Director  may  appoint  a  successor  to  serve  out the\n                  departing Director's remaining term.\n\n         (d)      Directors will serve without remuneration,  but all reasonable\n                  costs incurred by the Directors in performance of their duties\n                  as members of the Board will be borne by the Company.\n\n         (e)      The  Chairman of the Board shall be  appointed by Party A. The\n                  Chairman of the Board shall be the legal representative of the\n                  Company.  The Chairman will exercise his authority  within the\n                  limits  prescribed  by the  Board and in  compliance  with the\n                  Company Law of P.R.  China and may not under any  circumstance\n                  contractually bind the Company or otherwise take any action on\n                  behalf of the  Company  without  prior  approval of the Board.\n                  Whenever  the  Chairman  of the Board is unable to perform his\n                  responsibilities  for any  reason,  one Vice  Chairman  may be\n                  designated by the Chairman or the Board to temporarily  assume\n                  the Chairman's duties until the Chairman is able to resume his\n                  position as Chairman.\n\n         (f)      There shall be two Vice Chairmen, one appointed by Party B and\n                  one appointed by Party C.\n\n         (g)      The  Company  hereby  indemnifies  each  Director  against any\n                  claims arising from that Director's  action in his capacity as\n                  a Director of the  Company,  except for such acts in violation\n                  of criminal laws.\n\n9.02     Powers of the Board\n\n         (a)      The Board of Directors  shall be the highest  authority of the\n                  Company;\n\n         (b)      Resolutions  involving  the  following  matters  may  only  be\n                  adopted  at a duly  constituted  and  convened  meeting of the\n                  Board  whereupon  such   resolution   receives  the  unanimous\n                  affirmative  vote of each  and  every  Director  of the  Board\n                  voting in person or by proxy at such meeting :\n\n                  (i)      Amendment of the Articles of Association;\n\n                  (ii)     Merger,  integration  of  the  Company  with  another\n                           organization, or establishment of subsidiaries of the\n                           Company;\n\n                  (iii)    Dissolution of the Company;\n\n                  (iv)     Increase or transfer of the registered capital of the\n                           Company;\n\n                  (v)      Sale of any assets of the Company.\n\n                  (vi)     Execution,  supplement,  modification,   termination,\n                           substitution  or  assignment  by the  Company  of any\n                           credit or financing  agreements,  any power  purchase\n                           contract,  long term fuel  supply and  transportation\n                           contract,  operation  and  management  contract,  and\n                           major   construction   contract  or  other   material\n                           contract;\n\n                  (vii)    Additional capital  requirement or financing amounts,\n                           above  total  investment  amounts  as  set  forth  in\n                           Article 6.01;\n\n                  (viii)   Appointment  of General  Manager  and Deputy  General\n                           Managers of the Company; and\n\n                  (ix)     Annual  operation  goals,   financial  budget,  final\n                           financial  accounts and profit  distribution plans of\n                           the Company. If no unanimous agreement is achieved on\n                           the profit  distribution,  the  balance of the profit\n                           shall be  distributed  after the allocation of 10% of\n                           the after-tax profit to the required funds.\n\n         (c)      All other issues that require a resolution by the Board may be\n                  raised  at  a  duly  convened  meeting  of  the  Board.   Such\n                  resolution  must  be  adopted  by the  affirmative  vote  of a\n                  majority of the Directors present at such meeting in person or\n                  by  proxy.  In the  event  that the Board has a tie vote , the\n                  Chairman shall have the deciding vote.\n\n         (d)      Any matter to be decided by the Board may be decided without a\n                  meeting if all  Directors  consent in writing to such  matter.\n                  Such  written  consent  will be filed with the  minutes of the\n                  Board proceedings and will have the same force and effect as a\n                  unanimous vote taken by the Directors physically present.\n\n9.03     Meetings\n\n         (a)      ANNUAL  MEETINGS:  The first meeting of the Board of Directors\n                  will be held within  fifteen(15)  business  days from the date\n                  the  Company is issued a  duplicate  of its  Business  License\n                  pursuant to this Contract. Thereafter, the Board shall meet at\n                  least  once  every  year.   Meetings  shall  be  held  at  the\n                  registered  address of the  Company  or such other  address in\n                  China or abroad as is designated by the Board. The Chairman of\n                  the Board will set the  meeting's  agenda  after  consultation\n                  with  the  Vice  Chairmen  of  the  Board,   The  Chairman  is\n                  responsible for convening and presiding over all meetings.\n\n         (b)      PROXY:  Meetings  may be attended by Directors in person or by\n                  proxy.  If a  Director  is  unable to  participate  in a Board\n                  meeting,  he may issue a proxy and entrust a representative to\n                  participate in the meeting on his behalf.  The  representative\n                  so entrusted shall have the rights and powers as stated in the\n                  proxy.\n\n         (c)      INTERIM  MEETINGS:  Interim  meetings of the Board may be held\n                  provided  five(5)  or more  of the  Directors  submit  written\n                  requests  for such  meetings to the  Chairman  specifying  the\n                  matters to be discussed.  Within thirty (30) days upon receipt\n                  of such written  notice,  the Chairman will convene an interim\n                  meeting of the Board. If the Chairman is unable to participate\n                  in an interim meeting, in his absence the Vice Chairman taking\n                  his  place  shall  decide  on the  time and  location  of such\n                  interim meetings.\n\n         (d)      QUORUM:  Six (6)  Directors,  including  at least one Director\n                  from  each  Party  ,  present  in  person  or by  proxy  shall\n                  constitute a quorum  necessary  for the conduct of business at\n                  any  meeting  of  the  Board  . If at  any  properly  convened\n                  meeting,  no quorum is  constituted  because less than six (6)\n                  Directors are present in person or by proxy or there is not at\n                  least one  Director  from each  Party  present in person or by\n                  proxy then the meeting shall be  cancelled,  then the Chairman\n                  shall call another  meeting with seven (7) days'  notice.  Any\n                  Director  absent  from  a  meeting  without  giving  a  reason\n                  therefor  and  without  having  appointed  a  proxy  shall  be\n                  considered to have abstained from voting. Resolutions,  except\n                  those  concerning  the issues  prescribed in Article  9.02(b),\n                  will  be  valid  if  passed  by a  majority  of the  Directors\n                  present.\n\n         (e)      NOTICE OF MEETING: The notice of a Board meeting shall be sent\n                  to all directors fifteen (15) days in advance of each meeting.\n                  The notice shall state the  time,venue  and main agenda of the\n                  meeting. including relevant documents and information.\n\n         (f)      MINUTES:  The Board will cause  complete and accurate  minutes\n                  (in  both  English  and  Chinese)  to be kept of all  meetings\n                  (including  a  copy  of the  notice  of  the  meeting)  and of\n                  business transacted at such meetings.  Minutes of all meetings\n                  of the Board shall be distributed to all the Directors as soon\n                  as practicable  after each meeting but not later than ten (10)\n                  days from the date of such meeting. Any director who wishes to\n                  propose any  amendment  or addition  thereto  shall submit the\n                  same in writing to the Chairman and the  Vice-Chairmen  within\n                  one (1)  week  after  receipt  of the  proposed  minutes.  The\n                  minutes  shall be finalized by the Chairman and  Vice-Chairmen\n                  not later than thirty (30) days after the relevant meeting and\n                  signed by all the directors  within one (1) week after receipt\n                  of the final minutes.\n\n                       ARTICLE 10. MANAGEMENT ORGANIZATION\n\n10.01    Management Organization\n\n         The Company shall adopt a management  system under which the management\n         organization  shall be  responsible  to and under the leadership of the\n         Board of  Directors.  The Company  management  shall  include a General\n         Manager,  a DGM  of  Operations,  a DGM of  Finance,  and a  number  of\n         Department Managers.  Party C shall nominate the General Manager, Party\n         B shall  nominate  DGM of  Operations,  who is  concurrently  the Chief\n         Engineer and Party A shall  nominate  the first DGM of Finance,  who is\n         concurretly  the Chief  Account,  and the Board of  Directors  needs to\n         unanimously  approve the appointment of the General Manager and the two\n         Deputy  General  managers.  The  term of  appointment  for the  General\n         Manager and the two Deputy  General  managers  shall be four (4) years.\n         The General Manager and Deputy General  managers may be removed only by\n         a majority  resolution  of the  Board.  If the  General  Manager or the\n         Deputy General  Manager is removed by the Board or finishes his tenure,\n         a successor shall be nominated by the Parties for approval by the Board\n         of Directors.\n\n10.02    Responsibilities and Powers of the General Manager\n\n         The General  Manager shall at all times be  responsible to the Board of\n         Directors  and will carry out all matters  entrusted by the Board.  The\n         DGM of  Operations  and the DGM of Finance  shall  assist  the  General\n         Manager.  The  General  Manager  shall be in charge  of the  day-to-day\n         operation and management of the Company. The DGM of Operations shall be\n         in charge of the operation and maintenance of the GT Plant.  The DGM of\n         Finance shall be responsible for the financial  affairs of the Company.\n         The  General  Manager , the DGM of  Operations  and the DGM of  Finance\n         shall meet regularly to discuss and solve important issues arising from\n         the operation and management of the Company.\n\n10.03    Operation and  Management\n\n         The Company will be responsible for the operation and management of the\n         GT Plant . The Company  will  endeavor to introduce  modern  management\n         techniques to ensure high availability and efficiency of the GT Plant.\n\n                                ARTICLE 11. SITE\n\n11.01    Site\n\n         The area of the Site for the GT  Plant  is  approximately  MU.  Details\n         regarding  the Site are set  forth  in the Red Line  Site Map  attached\n         hereto as Appendix 1.\n\n11.02    Land Use Rights\n\n         The Company shall enter into a State Land Use Rights Transfer  Contract\n         with the Chengdu Land Bureau and its authorized  department in order to\n         obtain  for at least  the Term of this  Contract  land use right of the\n         Site for a term no less than the term of the Joint Venture Contract.\n\n                         ARTICLE 12. SALE OF ELECTRICITY\n\n12.01    Power Sales\n\n         The sale of electricity  produced by the GT Plant will be made pursuant\n         to the Power Purchase  Contract entered into by and between the Company\n         and Huaxi  Electric  Power (Group)  Shareholding  Company Ltd. The PPC,\n         shall state clearly that the Huaxi Electric Power (Group)  Shareholding\n         Company  Ltd.  shall be  responsible  for  arranging  the  execution of\n         on-grid  agreement and dispatch  agreement  entered into by and between\n         the Company &amp; the Power Bureau.\n\n12.02    Tariff Determination\n\n         The tariff of the power  generated by the GT Plant shall be  determined\n         by the tariff formula prescribed in the Power Purchase Contract entered\n         into by and between the Company and the Huaxi  Electric  Power  (Group)\n         Shareholding   Company   Ltd.,   and   approved   by   relevant   price\n         administration departments.\n\n                            ARTICLE 13. CONSTRUCTION\n\n13.01    Construction Management\n\n         The  Parties  agree  that  Party B and A shall be  responsible  for the\n         construction  of the GT Plant.  The  Company  shall  enter  into an EPC\n         Contract  with  Party B. The EPC  Contract  shall  be  comparable  with\n         internationally  accepted  parties in similar  projects in the areas of\n         construction schedules, quality and cost. The detailed clauses shall be\n         specified  in the EPC  Contract.  The Company  shall  employ an Owner's\n         Independent Engineer to supervise and manage the construction of the GT\n         Plant.\n\n                             ARTICLE 14. FUEL SUPPLY\n\n14.01    Fuel Supply\n\n         The Company  will sign a long-term  natural  gas supply  contract  with\n         Chengdu  Huachuan  Oil and  Natural  Gas  Exploration  and  Development\n         Corporation.\n\n                           ARTICLE 15.  LABOR MANAGEMENT\n\n15.01    Governing Principles\n\n         The  Company  shall  be  responsible  for  its  own  labor  management,\n         recruitment,  employment , dismissal, resignation, wages and welfare of\n         working personnel in accordance with the 'Labor Management  Regulations\n         of  the  PRC  for   Foreign   Investment   Enterprises'   (the   'Labor\n         Regulations') and other relevant  regulations.  The organization chart,\n         qualifications and number of employees shall be determined by the Board\n         of Directors in accordance with the operating needs of the Company.\n\n15.02    Operation and Management Personnel\n\n         The Company  shall enter into a Contract with Party B,  specifying  the\n         terms and conditions under which the Company shall engage qualified and\n         professional   operation  and  management   personnel  from  an  entity\n         designated by Party B &amp; A. When necessary, the Company shall also enter\n         into an  agreement  with Party C  specifying  the terms and  conditions\n         under which the Company shall engage the required  personnel from Party\n         C (the 'AES Personnel Contract').\n\n                  ARTICLE 16. FINANCIAL AFFAIRS AND ACCOUNTING\n\n16.01    Accounting System\n\n         (a)      The  DGM of  Finance,  under  the  leadership  of the  General\n                  Manager,  shall be responsible for the financial management of\n                  the Company.\n\n         (b)      The DGM of Finance  shall  prepare  the  Company's  accounting\n                  system  and  procedures  in  accordance  with the  'Accounting\n                  System  of  the   People's   Republic  of  China  for  Foreign\n                  Investment  Enterprises' and the 'Financial  Management System\n                  of the  People's  Republic  of China  for  Foreign  Investment\n                  Enterprises'. The Company shall also conduct its accounting in\n                  accordance  with such  internationally  recognized  accounting\n                  principles  as any foreign  lender to the Company may require.\n                  The  Company's  accounting  system  and  procedures  shall  be\n                  submitted  to the Board for  approval.  Once  approved  by the\n                  Board, the accounting system and procedures shall be filed for\n                  the record  with the  government  department  in charge of the\n                  Company and with the relevant local  department of finance and\n                  tax authorities.\n\n         (c)      The Company shall adopt RMB as its bookkeeping base currency.\n\n         (d)      The  distribution  of  available  cash shall be carried out in\n                  accordance with the following priority of payments:\n\n                  (i)      Operation and  maintenance  costs  (including VAT) of\n                           the GT Plant and management costs of the Company;\n\n                  (ii)     Principal  and interest  payments due pursuant to the\n                           Loan Contracts;\n\n                  (iii)    Income and any other taxes;\n\n                  (iv)     Contributions to statutory funds; and\n\n                  (v)      Profits for distribution.\n\n         (e)      All  accounting  records,  vouchers  and books of the  Company\n                  shall be made and kept in Chinese.  At the request of Party C,\n                  some part of the records and books will be provided to Party C\n                  in English.  All Company  accounting  statements shall be made\n                  and kept in English and Chinese.\n\n\n16.02    Auditing\n\n         (a)      The  Company  will  engage  an  independent   accounting  firm\n                  registered  in China as its  auditor to examine and verify the\n                  annual   financial   report.   The  Parties  agree  that  such\n                  accounting firm shall be of  international  standard and shall\n                  be  appointed  by the Board.  The Company  shall submit to the\n                  Parties an annual  statement of final accounts  (including the\n                  audited  profit and loss  statement  and the balance sheet for\n                  the fiscal  year)  within two (2) months  after the end of the\n                  fiscal year.  Such  documentation  will be submitted  together\n                  with  an  audit  report   prepared  by  the  accounting   firm\n                  registered in China.\n\n         (b)      Each Party may, at its own expense,  appoint an accountant who\n                  is either an  accountant  registered  abroad or  registered in\n                  China. On behalf of the Party, the independent  accountant may\n                  audit the Company's  accounts.  Such accountants will be given\n                  reasonable access to the Company's  financial records and will\n                  keep confidential all documents under their auditing.\n\n         (c)      The  Company  shall  present to the  Parties  balance  sheets,\n                  profit and loss statements and other supplementary information\n                  requested by the Board on a monthly  basis.  Such  information\n                  will be provided to the Parties in both English and Chinese.\n\n16.03    Bank Accounts and Foreign Exchange Control\n\n         The Company will open a foreign exchange account and a Renminbi account\n         at banks  within or outside  China;  such banks will be approved by the\n         State  Administration  of  Exchange  Control  of China.  The  Company's\n         foreign exchange  transactions  shall be handled in accordance with the\n         regulations of China relating to foreign exchange control.\n\n16.04    Foreign Exchange Balance\n\n         (a)      In the event the Company borrows foreign currency from lenders\n                  not located in China,  the Company shall,  in accordance  with\n                  applicable  foreign  exchange   regulations  of  the  People's\n                  Republic of China,  open USD cash  accounts at a bank approved\n                  by the relevant  authorities for the repayment of principal of\n                  and the payment of interest on, foreign currency loans.\n\n         (b)      Funds in the Company's  foreign exchange account shall be used\n                  as  determined  by the Board of Directors  to satisfy  foreign\n                  exchange  debt,  expenses,  remittances  of  profit  and other\n                  remittances  in  accordance  with  relevant  foreign  exchange\n                  regulations of the People's Republic of China.\n\n         (c)      All  remittances  to  Party  C  due  in  accordance  with  the\n                  provisions  of this  Contract  shall be made to a foreign bank\n                  account  designated by Party C in United States  Dollars or in\n                  any other freely convertible  foreign currencies in accordance\n                  with  the  foreign  exchange  regulations  of  China  and  the\n                  commitment   of   local   foreign   exchange    administration\n                  departments. The Company shall pay for the fee occurred in the\n                  conversion.  The  Company  may also  remit all or a portion of\n                  remittances due to Party C in RMB if Party C elects to do so.\n\n         (d)      From the time the profit  distribution plan is approved by the\n                  Board of Directors until the actual time of exchange, the risk\n                  of foreign  exchange  rate  fluctuating  shall be borne by the\n                  Company.\n\n16.05    Fiscal Year\n\n         The Company  shall adopt the calendar  year as its fiscal  year,  which\n         shall begin on January 1 and end on  December 31 of the same year.  The\n         first  fiscal year of the Company  shall  commence on the date that the\n         Company is established and granted a Business License, and shall end on\n         the immediately succeeding December 31.\n\n<font size=\"2\">16.06    Distribution of Profits\n\n         (a)      After the payment of any applicable  related taxes and fees by\n                  the Company,  the Board will determine the annual  allocations\n                  to the required funds as required by Chinese  accounting  laws\n                  and  regulations.  The sum of the  annual  allocations  to the\n                  required  funds  shall be 10% of the  after-tax  profit of the\n                  year under  consideration  (unless otherwise required by law).\n                  Any  increase or decrease in the  percentage  to the  required\n                  funds must be unanimously approved by the Board of Directors.\n\n         (b)      All distributable  profits shall be distributed to the Parties\n                  in  proportion  to their  respective  share of the  Registered\n                  Capital.\n\n         (c)      If the Company  carries losses from the prior year, the profit\n                  of the current  year shall be used first to cover  losses.  No\n                  profit shall be  distributed  unless the deficit from previous\n                  years is made up.  The  profit  retained  by the  Company  and\n                  carried over from the prior year may be  distributed  together\n                  with the distributable profit of the current year.\n\n\n                       ARTICLE 17. TAXATION AND INSURANCE\n\n17.01    Taxes\n\n         (a)      The Company and its Chinese and expatriate employees shall pay\n                  tax under the relevant tax laws of China.\n\n         (b)      Following  approval of this  Contract by the  Examination  and\n                  Approval Authority, the Company will submit an application for\n                  confirmation   of  the  Company  as  a  technically   advanced\n                  enterprise in accordance  with the  'Implementing  Measures of\n                  the  Ministry of Foreign and Economic  Relations  and Trade on\n                  the  Conformation  and  Examination  of  Export  Oriented  and\n                  Technologically  Advanced  Enterprises and Foreign Investment'\n                  in order to obtain the most favorable tax rats.\n\n17.02   Insurance\n\n         The  insurance  for the  Company  for  various  kinds of risks shall be\n         purchased from insurance  companies  registered within PRC. The Company\n         shall undertake to procure the following types of insurance:\n\n         (a)      Property  All  Risks  Insurance  ,  Contractor's  All Risk and\n                  Erection    All   Risks    Insurance    (including    domestic\n                  transportation  insurance for equipment)  before and after the\n                  construction  completion  of the GT Plant  and  thereafter  in\n                  respect of any upgrading or maintenance works to the GT Plant;\n\n         (b)      Property All Risks Insurance,  Machinery Breakdown  Insurance,\n                  Business Interruption Insurance,  Machinery Breakdown Business\n                  Interruption  Insurance,  Bodily  Injury  Insurance,  Personal\n                  Accident  Insurance and Additional  Cover for Medical Expenses\n                  for the period  after the  construction  completion  of the GT\n                  Plant; and\n\n         (c)      other insurance  coverage which the Board of Directors decides\n                  is necessary.\n\n                       ARTICLE 18. THE JOINT VENTURE TERM\n\n18.01    Joint Venture Term\n\n<\/font>         The term of the Joint Venture  established  under this  Contract  shall\n         commence  on the date the  Company is granted a  Business  License  and\n         shall terminate  sixteen (16) years  thereafter ( including one year of\n         construction) .\n\n18.02    Extensions to the Joint Venture Term\n\n         The term of the Joint Venture  Contract may be extended upon  unanimous\n         approval of the Parties.  An application  for such extension  should be\n         filed with the original Examination and Approval Authority at least six\n         months prior to the expiration of the term of this Contract.\n\n                         ARTICLE 19. BREACH OF CONTRACT\n\n19.01    Breach of Contract\n\n         In the event the Company is unable to continue its operation or achieve\n         the business  purposes  stipulated in this Contract due to failure of a\n         Party  to  fulfill  its   obligations   under  this  Contract  and  its\n         Appendices, the non-defaulting Parties will have the right to terminate\n         this Contract in accordance  with Article 20 herein and the liabilities\n         arising  from breach of contract  shall be borne by the Party in breach\n         as provided for in this  Contract and its  Appendices.  The  defaulting\n         Party shall make the  consequent  payment  arisen from such a breach to\n         the non-defaulting parties.\n\n                     ARTICLE 20. TERMINATION AND LIQUIDATION\n\n20.01    Termination\n\n         (a)      TERMINATION OF THIS  CONTRACT:  No Party shall have the right,\n                  in its sole  discretion and without  cause,  to terminate this\n                  Contract.  This  Contract  may only be  terminated  under  the\n                  following circumstances:\n\n                  (i)      The  Contract  expires  at the  end of  the  Term  as\n                           described in Article 18 hereof;\n\n                  (ii)     The Parties unanimously agree in writing to terminate\n                           this Contract at any time;\n\n                  (iii)    Subject to the  notification  requirements of Section\n                           20.02 herein,  a Party may submit  written  notice to\n                           the other  Parties  of its desire to  terminate  this\n                           Contract  upon the  occurrence of an event of default\n                           as further described in Section (b) below.\n\n         (b)      CAUSES FOR TERMINATION: Any of the following occurrences shall\n                  be considered causes for termination:\n\n                  (i)      A Party materially breaches this Contract or violates\n                           the  Articles  of  Association,  and such  breach  or\n                           violation  is not cured  within  thirty  (30) days of\n                           written   notice  to  the   defaulting   Party  by  a\n                           non-defaulting Party;\n\n                  (ii)     The  Company,  or any, or all of the  Parties  become\n                           bankrupt,   or  is  the  subject  of  liquidation  or\n                           dissolution   proceedings   or  ceases  to  carry  on\n                           business  or becomes  unable to pay its debts as they\n                           come  due  and  as a  result  there  are  significant\n                           adverse consequences to the Company;\n\n                  (iii)    Any superior  authority having authority over a Party\n                           requires any provision of this Contract to be revised\n                           in  such  a  way  as  to  cause  significant  adverse\n                           consequences to the Company or to the other Parties;\n\n                  (iv)     The  conditions or  consequences  of Force Majeure as\n                           hereinafter   defined  in  Article  21  significantly\n                           interfere with the normal  functioning of the company\n                           for a period in excess of  eighteen  (18)  months and\n                           the Parties are unable to find an equitable  solution\n                           pursuant to Article 22 hereof ;\n\n                  (v)      Any  Party  fails  to make  its  contribution  to the\n                           registered capital in accordance with Article 6.05;\n\n                  (vi)     Any Party fails to make its contribution to the loans\n                           in accordance with Article 6.06;\n\n                  (vii)    The Power Purchase Contract is terminated.\n\n20.02    Notification Procedure\n\n         Mere  submission  by any  Party of a  notice  indicating  a  desire  to\n         terminate this Contract shall not by itself constitute a termination of\n         this  Contract.  In the event that any Party gives  notice  pursuant to\n         Article  20.01  hereof  of a desire to  terminate  this  Contract,  the\n         Parties  shall within a two (2) month period after such notice is given\n         conduct  negotiations  and  endeavor  to resolve  the  situation  which\n         resulted in the giving of such notice.  In the event that the situation\n         which  resulted  in the  giving  of such  notice  is not cured and that\n         matters are not resolved to the  satisfaction of the Parties within two\n         (2) months of such notice,  the notifying Party may follow the relevant\n         procedures  and  laws  and  apply  to  the   Examination  and  Approval\n         Authorities for the termination of the Contract.  In the event a breach\n         is  committed  by a  Party  to  this  Contract  which  results  in  the\n         termination  of this  Contract,  the  Party in  breach  will  bear full\n         liability and costs associated with such breach of Contract.\n\n20.03    Normal Termination of the Contract\n\n         The Contract  shall be terminated  upon  expiration of the term of this\n         Contract  as per  specified  in Article  18.01,  unless it is  extended\n         pursuant to Article 18.02 hereof.\n\n20.04    Liquidation\n\n         (a)      DISSOLUTION  OF THE  COMPANY:  The Company  shall be dissolved\n                  upon  expiration  of the  term of this  Contract  pursuant  to\n                  Article  18  hereof,  or  upon  earlier  termination  of  this\n                  Contract  pursuant to Article 20.01 hereof.  The Company shall\n                  carry out the  procedures  for  liquidation  of the Company in\n                  accordance with the law of the People's Republic of China.\n\n         (b)      LIQUIDATION  COMMITTEE:  The Board of  Directors  shall form a\n                  Liquidation   Committee,   comprised   of  three  (3)  members\n                  appointed  by Party A, three (3) members  appointed by Party B\n                  and three (3) members  appointed by Party C (the  'Liquidation\n                  Committee').   The  Liquidation   Committee  shall  conduct  a\n                  thorough  examination  of the  assets and  liabilities  of the\n                  Company and develop a liquidation plan in compliance with this\n                  Contract  and  with  relevant  laws  and  regulations  of  the\n                  People's Republic of China for the liquidation of the Company.\n                  No member of the Liquidation Committee shall have the power to\n                  take any action binding on the Liquidation Committee or on the\n                  Board  of  Directors  or  the  Company   without  the  express\n                  authorization   and  the  unanimous   consent  of  the  entire\n                  Liquidation   Committee.   All  actions  of  the   Liquidation\n                  Committee  shall require the unanimous  approval of the entire\n                  Liquidation  Committee.  The Liquidation  Committee will value\n                  and  liquidate  the  Company's  assets  based  on  the  actual\n                  circumstances of the Company valued as a going concern,  so as\n                  to cause the Parties to receive the then market  value for the\n                  assets.  The  final  liquidation  plan  shall  be  unanimously\n                  approved by the entire Liquidation Committee.\n\n         (c)      LIQUIDATION PLAN:\n                  Upon  expiration  of the Joint  Venture  Term as  described in\n                  Article  18  hereof,  or  upon  earlier  termination  of  this\n                  Contract  pursuant to Article  20.01 hereof,  the  liquidation\n                  plan shall provide  first for payment of the  Company's  debts\n                  and expenses.  Following such payments,  the Company's  assets\n                  shall  be  distributed  to  Party  A,  Party  B  and  Party  C\n                  proportionally  in  accordance  with each  Party's  registered\n                  capital share of the Company.\n\n                            ARTICLE 21. FORCE MAJEURE\n\n21.01    Force Majeure\n\n         (a)      'Force  Majeure'  shall mean all  events  which are beyond the\n                  control  of the  Parties  to  this  Contract,  and  which  are\n                  reasonably  unforeseen,  unavoidable  or  insurmountable,  and\n                  which  arise  after the  signing  of this  Contract  and which\n                  prevent  total  or  partial  performance  by any  Party of its\n                  obligations  under this  Contract.  Such events shall  include\n                  earthquakes,   typhoons,   flood,  fire,  strikes,   political\n                  disturbances,  war,  or any other  instances  which can not be\n                  foreseen, prevented or controlled.\n\n         (b)      If occurrence  of an event of Force  Majeure  prevents a party\n                  from fulfilling its obligations under this Contract, the Party\n                  will be suspended from performing such obligations provided;\n\n                  (i)      Suspension of  performance is of no greater scope and\n                           no longer  duration  than is  reasonably  required to\n                           correct  consequences  caused  by the  event of Force\n                           Majeure; and\n\n                  (ii)     Suspension  of  performance  will  not  apply  to any\n                           obligation to make payments under this Contract.\n\n         (c)      In the event any Party is  unable to  fulfill  its  obligation\n                  under this  Contract as a result of Force  Majeure,  the Party\n                  claiming Force Majeure shall promptly inform the other Parties\n                  in   writing   within  15  days  of  such   occurrence.   Such\n                  notification   will  state  the  nature  of  the  event,   the\n                  anticipated  duration  and any  action  taken by the  affected\n                  party to mitigate the effect.  In the event of Force  Majeure,\n                  the Parties shall immediately consult with each other in order\n                  to find an  equitable  solution  and shall use all  reasonable\n                  endeavors to minimize the consequences of such Force Majeure.\n\n\n                       ARTICLE 22. SETTLEMENT OF DISPUTES\n\n22.01    Conciliation and Mediation\n\n         Any dispute in connection  with this  Contract will be settled  through\n         friendly consultation or conciliation among the Parties.  Consultations\n         will  occur  immediately  upon the  request  of one  Party to the other\n         Parties  regarding  disputes.  Disputes may also be mediated by a third\n         party  appointed by the Parties to this  Contract.  If mediation is not\n         successful  within 30 days,  disputes may also be submitted to binding,\n         non -appealable arbitration for settlement.\n\n22.02    Arbitration\n\n         The following  rules and  procedures  will apply to an  arbitration  of\n         disputes between the Parties under this Contract.\n\n         (a)      Arbitration  under  this  Contract  will  be  conducted  by an\n                  arbitral  tribunal in  accordance  with  UNCITRAL  arbitration\n                  rules  contained  in  Resolution  31\/98  adopted by the United\n                  Nations  General  Assembly on December  15, 1976 and  entitled\n                  'Arbitration   Rules  of  the  United  Nations  Commission  on\n                  International  Trade Law' or its amendments as in force at the\n                  time such arbitration is commenced. Should there be a conflict\n                  between  the rules and  provisions  of this  Contract  and the\n                  arbitration  rules,  the  provisions  of  this  Contract  will\n                  govern.\n\n         (b)      The arbitral tribunal will have three (3) members.  Each Party\n                  will  appoint one  arbitrator  within 30 days after  giving or\n                  receiving demand for  arbitration.  The third arbitrator shall\n                  be  appointed by the other two  arbitrators  within 10 days of\n                  the  appoint  of  the  second   arbitrator.   If  any  of  the\n                  arbitrators are not appointed within the time limits set forth\n                  in  this  section,   arbitrators  will  be  appointed  by  the\n                  Secretary General of the  International  Center for Settlement\n                  Disputes.\n\n         (c)      All  arbitrators  must be fluent in Mandarin and English.  The\n                  arbitration  will be conducted  in Mandarin  and English.  Any\n                  subsequent  arbitration award will also be written in Mandarin\n                  and English.\n\n         (d)      The site and the organization for arbitration can be Singapore\n                  International   Arbitration  Centre  or  other   international\n                  locations  and  arbitration  organizations  acceptable  to the\n                  Parties.\n\n         (e)      The final  arbitration  award  will  specify  with  reasonable\n                  detail the facts of the dispute and the reasons justifying the\n                  tribunal's   decision.   The  Parties   agree  to  accept  the\n                  arbitration  award as final and binding.  The Parties renounce\n                  their right to appeal the arbitration award.\n\n         (f)      The  Parties  agree  to  bear  all  costs  as  determined  and\n                  allocated in the arbitration award.\n\n22.03    Continuing Rights and Obligations\n\n         The  Parties  shall  continue to exercise  their  remaining  respective\n         rights, and fulfill their remaining respective obligations,  under this\n         Contract, except in respect of those matters under dispute.\n\n22.04    Waiver of Immunity\n\n         To the extent the Parties may claim for  themselves or their assets and\n         revenues,  immunity  from suit,  execution,  attachment  or other legal\n         process,  the  Parties  agree not to claim such  immunity  and agree to\n         irrevocably  waive  such  immunity  to the  full  extent  permitted  by\n         applicable law.\n\n\n                           ARTICLE 23. APPLICABLE LAW\n\n23.01    Applicable Law\n\n         The validity,  interpretation and implementation of this Contract shall\n         be  governed  by the laws of the  People's  Republic of China which are\n         published  and  publicly  available.  In the  event  that  there  is no\n         published and publicly  available  law in China  governing a particular\n         matter  relating to this Contract,  reference  shall be made to general\n         international commercial practices.\n\n23.02    Economic Adjustment for Change of Law\n\n         As used herein 'Change of Law' means the  promulgation of any new laws,\n         rules or regulations in China or the amendment or interpretation of any\n         existing laws, rules or regulations in China relating to taxes,  custom\n         duties, environmental issues or other matters concerning this Contract.\n         In the event that a Change of Law  adversely and  materially  affects a\n         Party's  economic  benefit  under  this  Contract,  the  Parties  shall\n         promptly  consult  with  each  other and use their  best  endeavors  to\n         implement  adjustments  necessary  to maintain  each  Party's  economic\n         benefits derived from this Contract.  The basis of this adjustment will\n         be no less favorable  than the economic  benefits it would have derived\n         if such laws,  rules or regulations had not been promulgated or amended\n         or so interpreted.\n\n23.03    Preferential Treatment\n\n         The Company and the Parties shall be entitled to any tax, investment or\n         other benefits or preferences  that become  available or publicly known\n         after the signing of this  Contract and which are more  favorable  than\n         those set forth in this Contract.\n\n\n                      ARTICLE 24. MISCELLANEOUS PROVISIONS\n\n24.01    Environmental\n\n         The  Company  shall  undertake  environmental  protection  measures  in\n         accordance  with  the  'Law  of  the  People's  Republic  of  China  on\n         Environmental Protection' and other relevant laws and regulations.\n\n24.02    Waiver\n\n         To the extent permitted by Chinese law, failure or delay on the part of\n         any Party  hereto to exercise a right,  power or  privilege  under this\n         Contract  and the  Appendices  hereto  shall  not  operate  as a waiver\n         thereof or other rights, powers or privileges;  nor shall any single or\n         partial  exercise of a right,  power or  privilege  preclude  any other\n         future exercise thereof.\n\n24.03    Binding Effect\n\n         This  Contract  is made  for  the  benefit  of the  Parties  and  their\n         respective  lawful  successors and assignees and is legally  binding on\n         them.  This Contract may not be changed  orally,  but only by a written\n         instrument  signed  by all  Parties  and  approved  by the  appropriate\n         Examination and Approval Authority.\n\n24.04    Language\n\n         This  Contract  is  executed  in the  Chinese  language  in  eight  (8)\n         originals  and in the  English  language in eight (8)  originals.  Both\n         language versions shall be equally effective.\n\n24.05    Entire Agreement\n\n         This Contract and the Appendices  attached to this Contract  constitute\n         the entire  agreement  between the Parties  with respect to the subject\n         matter  of  this  Contract  and   supersede   all  prior   discussions,\n         negotiations and agreements  between them. In the event of any conflict\n         between the terms and  provisions  of this Contract and the Articles of\n         Association the terms and provisions of this Contract shall prevail.\n\n24.06    Notices\n\n         Any notice or written  communication  provided for in this  Contract by\n         any  Party to the  others,  including  but not  limited  to any and all\n         offers,  writings,  or  notices  to be  given  thereunder,  shall be in\n         writing made in English and Chinese , and shall be  sufficiently  given\n         if  addressed  as set  forth  below and sent by  registered  mail or an\n         internationally  recognized overnight courier services,  hand delivered\n         or  transmitted  clearly by facsimile,  however all facsimile  shall be\n         confirmed by courier service delivered letter,  promptly transmitted or\n         addressed to the  appropriate  Party.  The date of actual  receipt of a\n         notice or communication  thereunder shall be deemed to be the effective\n         date. All notices and  communications  shall be sent to the appropriate\n         address set forth  below,  until the same is changed by notice given in\n         writing to the other Parties.\n\n         PARTY A:                   Chengdu Hua Xi Electric Power (Group) Share\n                                    holding Company Ltd.\n         Address:\n         Telephone No.: \n         Facsimile No.: \n         Attention:                 Qu Delin\n         Zip Code:\n\n         PARTY B:                   China National Aero-engine Corporation\n         Address:                   No. 16 Donghuangchenggen, Dongcheng\n                                    District, Beijing, China\n         Telephone No.:             8610 4054595\n         Facsimile No.:             8610 4036107\n         Attention:                 Zhou Xiaoqing\n         Zip Code:                  100717\n\n         PARTY C:                   AES China Generating Company Limited\n         Address:                   9\/F, Allied Capital Resources Bldg.,\n                                    32-38 Ice House Street, Central, HK\n         Telephone No.:             (852) 28425111\n         Facsimile No.:             (852) 25301673\n         Attention:                 Edward C. Hall III\n\n24.08    Appendices\n\n         The Appendices  listed below are made an integral part of this Contract\n         and are equally binding with Articles 1 through 24 herein.\n\n         Appendix 1.       Red Line Site Map\n         Appendix 2.       Annual Capital Returns\n         Appendix 3.       Articles of Association\n         Appendix 4.       List of Imported Equipment\n         APPendix 5.       List of Companies Represented by Each Party\n\n\n\n\n\nSIGNATURES\n\n         IN  WITNESS  WHEREOF,  each of the  Parties  hereto  have  caused  this\n         Contract to be executed by their duly authorized representatives on the\n         date first set forth above.\n\n\n         PARTY A :         Chengdu Hua Xi Electric Power (Group) Share holding\n                           Company Ltd.\n\n                           [Signature Illegible]\n                           ------------------------\n\n         Name:             Cheng Zhigang\n         Title:            General Manager Assistant\n         Nationality:      Chinese\n\n\n         PARTY B :         China National Aero-engine Corporation\n                           [Signature Illegible]\n                           ------------------------\n\n         Name:             Li Yue Ting\n         Title:            Deputy General Manager\n         Nationality:      Chinese\n\n\n         PARTY C :         AES China Generating  Company Limited\n\n                           [Signature Illegible]\n                           ------------------------\n\n         Name:             Thomas T.M. Wu\n         Title:            Vice President\n         Nationality:      U.S.A.\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6585],"corporate_contracts_industries":[9534],"corporate_contracts_types":[9613,9617],"class_list":["post-42132","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-aes-china-generating-co-ltd","corporate_contracts_industries-utilities__electric","corporate_contracts_types-operations","corporate_contracts_types-operations__jv"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42132","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42132"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42132"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42132"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42132"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}