{"id":42793,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/sino-foreign-cooperative-joint-venture-contract-jiaozuo.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"sino-foreign-cooperative-joint-venture-contract-jiaozuo","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/sino-foreign-cooperative-joint-venture-contract-jiaozuo.html","title":{"rendered":"Sino-Foreign Cooperative Joint Venture Contract &#8211; Jiaozuo Aluminum Mill and Jiaozuo Power Partners LP"},"content":{"rendered":"<pre>Information contained herein, marked with [***], is being filed pursuant to a \nrequest for confidential treatment.\n\n                     SINO-FOREIGN COOPERATIVE JOINT VENTURE\n\n                     JIAOZUO WAN FANG POWER COMPANY LIMITED\n\n                                    CONTRACT\n\n\n\n\n\n\n\n                                 March 27, 1996\n                               250 MW Power Plant\n\n                          Jiaozuo City, Henan Province\n\n                           People's Republic of China\n\n\n\n\n\n\n                          T A B L E  O F  C O N T E N T S\n\n\n<font size=\"2\">Chapters                                                                Pages\n\nChapter 1.   Definitions                                                  1\n\nChapter 2.   Parties to this Contract; Representations and Warranties     4\n\nChapter 3.   Establishment of the Joint Venture                           5\n\nChapter 4.   Purpose and Scope of Business                                6\n\nChapter 5.   Total Amount of Investment and Capital                       6\n\nChapter 6.   Responsibilities of Each Party                               8\n\nChapter 7.   Construction of the Power Plant                              10\n\nChapter 8.   Operation of the Power Plant                                 10\n\nChapter 9.   Board of Directors                                           11\n\nChapter 10   Management                                                   12\n\nChapter 11.  Personnel and Labor Management                               13\n\nChapter 12.  Trade Union                                                  14\n\nChapter 13.  Purchase of Equipment                                        14\n\nChapter 14.  Taxes and Licenses                                           14\n\nChapter 15.  Accounting; Distribution of Profits; Priority of Payments    15\n\nChapter 16.  Sale of Electricity                                          17\n\nChapter 17.  Independent Auditing                                         17\n\nChapter 18.  Foreign Exchange Management                                  17\n\nChapter 18.  Foreign Exchange Management                                  17\n\nChapter 19.  Term                                                         18\n\nChapter 20.  Insurance                                                    18\n\nChapter 21.  Land Use                                                     19\n\nChapter 22.  Applicable Law                                               19\n\n\n                                      (i)\n\n\nChapter 23.  Effects of Changes in Chinese Law                            19\n\nChapter 24.  Breach of Contract                                           19\n\nChapter 25.  Termination                                                  20\n\nChapter 26.  Liquidation                                                  21\n\nChapter 27.  Force Majeure                                                22\n\nChapter 28.  Settlement of Disputes                                       23\n\nChapter 29.  Non-Disclosure of Business Information                       24\n\nChapter 30   Miscellaneous                                                25\n\n                                      (ii)\n\n\n<\/font>                     SINO-FOREIGN COOPERATIVE JOINT VENTURE\n\n                     JIAOZUO WAN FANG POWER COMPANY LIMITED\n\n                                    CONTRACT\n\n\n                                    PREAMBLE\n\n\n     This  Cooperative  Joint  Venture  Contract is made this 27th day of March,\n 1996 by and between JIAOZUO  ALUMINUM MILL, a Chinese  enterprise (the 'Chinese\n Party'),  and JIAOZUO POWER PARTNERS,  L.P., a Cayman Islands  exempted limited\n partnership (the 'Foreign Party').\n\n     WHEREAS,  in accordance  with the Law of the People's  Republic of China on\n Sino-foreign  Cooperative  Enterprises,  the implementing  rules thereunder and\n other relevant Chinese laws and regulations,  the Chinese Party and the Foreign\n Party,  adhering to the  principle of equality  and mutual  benefit and through\n friendly   consultations,   agree  to  organize  a  cooperative  joint  venture\n enterprise in Jiaozuo City, Henan Province,  the People's Republic of China and\n to invest jointly for the purposes  described  herein,  all upon and subject to\n the terms and conditions set forth herein;\n\n     NOW,  THEREFORE,  the Parties,  intending to be legally bound under Chinese\n law, enter into this Contract under the following terms and conditions:\n\n\n                                    CHAPTER 1\n\n                                   DEFINITIONS\n\n     When used in this  Contract the following  capitalized  (or, in the Chinese\n version hereof, underlined) terms shall have the meanings set forth below:\n\n     'Aluminum  Mill Power Supply  Contract'  means the Power  Purchase and Sale\n Contract  between the Joint Venture and the Chinese Party, as it may be amended\n or otherwise modified from time to time.\n\n     'Articles of  Association'  means the Articles of  Association of the Joint\n Venture signed by the Parties.\n\n     'Board'  means the Board of  Directors  of the  Joint  Venture  established\n pursuant to Chapter 9.1.\n\n     'Business  License'  means the business  license of the Joint Venture to be\n issued by the Jiaozuo Municipal Administration for Industry and Commerce.\n\n                                       -1-\n\n\n     'Coal  Purchase and  Transportation  Contract'  means the Coal Purchase and\n Transportation  Contract  entered into by the Joint  Venture for the supply and\n transportation of coal, as it may be amended or otherwise modified from time to\n time.\n\n     'Contract'  means this  Cooperative  Joint Venture  Contract,  as it may be\n amended or otherwise modified from time to time.\n\n     'Deputy  General  Manager'  means the Deputy  General  Manager of the Joint\n Venture appointed pursuant to Chapter 10.2.\n\n     'Dispatch Contract' means the Dispatch and Interconnection Contract between\n the Joint Venture and the Henan Electric Power Corporation.\n\n     'Expatriates' has the meaning set forth in Chapter 11.4.\n\n     'Financing  Documents'  means,  collectively,  all  documents  executed and\n delivered  between  the  Joint  Venture  and any Party in  connection  with the\n financings contemplated in Chapter 5.5.\n\n     'Foreign  Exchange  Rate'  means  the  exchange  rate of U.S.  Dollars  for\n Renminbi actually used by the Joint Venture as permitted by SAEC.\n\n     'Foreign  Exchange Risk Fund' means the foreign exchange risk fund required\n to be funded by the Joint Venture from the Joint Venture's  after-tax  profits,\n as the approved power price has taken into consideration the exchange rate risk\n factor. Such fund shall be used to balance the rates of return to both Parties.\n\n     'Foreign Exchange  Regulations'  means the regulations and rules on foreign\n exchange published by the relevant authorities of China as they may be amended,\n modified, replaced or superseded.\n\n     'General  Manager' means the General Manager of the Joint Venture appointed\n pursuant to Chapter 10.2.\n\n     'Interconnection Construction Contract' means the Engineering,  Procurement\n and  Construction  Contract  between the Joint  Venture and the Henan  Electric\n Power Corporation,  for the construction of the transmission facilities,  as it\n may be amended or otherwise modified form time to time.\n\n     'Interconnection  Financing  Contract' means the financing contract between\n the  Joint  Venture  and the  Henan  Electric  Power  Corporation,  to  provide\n financing from the Joint Venture to the Henan Electric  Power  Corporation  for\n the  construction  of the  transmission  facilities,  as it may be  amended  or\n otherwise modified from time to time.\n\n     'Joint Venture' means the cooperative joint venture company  established by\n the Chinese Party and the Foreign Party pursuant to the terms of this Contract.\n\n                                       -2-\n\n\n     'Land Use  Rights'  means  the  right to the use of the Site  issued by the\n relevant Chinese government  authority in charge of land management as provided\n in  Chapter 21 and any other land use rights  necessary  or  desirable  for the\n construction and operation of the Power Plant for the Term.\n\n     'Liquidation  Committee'  means  the  Liquidation  Committee  described  in\n Chapter 26.2.\n\n     'MOFTEC'  means the Ministry of Foreign Trade and Economic  Cooperation  of\n China or any successor approval authority.\n\n     'Parties'  means the  Chinese  Party and the Foreign  Party,  collectively.\n 'Party' shall mean either of the Parties, individually.\n\n     'Power Company Power Purchase  Contract'  means the Power Purchase and Sale\n Contract between the Joint Venture and the Henan Electric Power Corporation, as\n it may be amended or otherwise modified from time to time.\n\n     'Power  Plant'  means the  coal-fired  electric  generating  facility to be\n located at the Site  consisting  of 2 x 125  megawatt  generating  units with a\n combined  capacity of  approximately  250 megawatts,  as well as generation and\n fuel handling facilities and all other related equipment and facilities.\n\n     'Power Plant Power Purchase  Contract' means the Power Plant Power Purchase\n Contract between the Joint Venture and the Henan Electric Power Corporation for\n the purchase by the Joint Venture of electricity for construction, start-up and\n other uses at the Power Plant, as it may be amended from time to time.\n\n     'Project  Contracts'  means,  collectively,  (i) the  Power  Company  Power\n Purchase  Contract,  (ii) the Aluminum  Mill Power Supply  Contract,  (iii) the\n construction  contracts,  (iv) the Site Use Contract, (v) the Coal Purchase and\n Transportation  Contract,  (vi) the  Dispatch  Contract,  (vii)  the  Financing\n Documents,   (viii)  the  Power  Plant  Power  Purchase   Contract,   (ix)  the\n Interconnection  Financing  Contract and (x) the  Interconnection  Construction\n Contract.\n\n     'Renminbi' or 'RMB' means the lawful currency of China.\n\n     'SAEC' means the State Administration for Exchange Control of China.\n\n     'SAIC' means the State Administration for Industry and Commerce of China.\n\n     'Site' means the land located at Jiaozuo City,  Henan Province,  China upon\n which the Power Plant is to be constructed and located, as more fully described\n on the Site Map.\n\n     'Site Map' means the map on which the  boundaries of the Site are marked in\n red.\n\n\n                                       -3-\n\n\n     'Site Use  Contract'  means  the Site Use  Contract  executed  by the Joint\n Venture  relating  to the use by the Joint  Venture  of the Site,  as it may be\n amended or otherwise modified from time to time.\n\n     'State Planning Commission' means the State Planning Commission of China.\n\n     'U.S.  Dollars' or 'US$' means the lawful  currency of the United States of\n America.\n\n\n                                    CHAPTER 2\n\n            PARTIES TO THIS CONTRACT; REPRESENTATIONS AND WARRANTIES\n\n2.1  The Parties to this Contract are:\n\n         (a)       Jiaozuo  Aluminum  Mill,  a Chinese  enterprise  organized in\n                   accordance  with the laws of China  and  registered  with the\n                   Jiaozuo  Municipal  Administration  of Industry  and Commerce\n                   (Business License number is 410800-17347144-14931).\n\n                   Legal Address:    160 Tanan Road\n                                     Jiaozuo City\n                                     Henan Province\n                                     China\n\n                   Telefax:          (86-391) 393-3739\n\n                   Legal representative: Name: Jin Bao Qing\n                                         Position: General Manager\n                                         Nationality: Chinese\n\n         (b)       Jiaozuo  Power  Partners,  L.P.,  a Cayman  Islands  exempted\n                   limited partnership.\n\n                   Legal Address:    P.O. Box 309\n                                     George Town, Grand Cayman\n                                     Cayman Islands, British West Indies\n\n                   Telefax:          (852) 2530-1673\n\n                   Legal representative: Name: Paul Hanrahan\n                                         Position: President of Jiaozuo (GP)\n                                                    Corporation, its\n                                                     General Partner\n                                         Nationality: U.S.A.\n\n\n                                       -4-\n\n\n2.2  Each Party hereby represents and warrants to the other Party that:\n\n     (a)  (i) in the case of the Chinese Party,  it is a state-owned  enterprise\n          duly  organized and validly  existing as a legal person under the laws\n          of China;  and (ii) in the case of the Foreign  Party,  it is a Cayman\n          Islands  exempted  limited  partnership  duly  organized  and  validly\n          existing under the laws of the Cayman Islands;\n\n     (b)  it has full legal right and power to execute and deliver this Contract\n          and all of the contracts and documents referred to in this Contract to\n          which it is a Party  and to  perform  its  obligations  hereunder  and\n          thereunder; and\n\n     (c)  it has taken all  appropriate  and  necessary  action to authorize the\n          execution and delivery by it of this Contract and all of the contracts\n          and documents  referred to in this Contract to which it is a Party and\n          to authorize the performance by it of the terms and conditions  hereof\n          and thereof.\n\n\n                                    CHAPTER 3\n\n                       ESTABLISHMENT OF THE JOINT VENTURE\n\n3.1  The Parties will establish the Joint Venture as a Sino-foreign  cooperative\n     joint venture company in accordance  with the Law of the People's  Republic\n     of China on Sino-foreign  Cooperative  Enterprises,  the implementing rules\n     thereunder,  other relevant  Chinese laws and  regulations and the terms of\n     this Contract.\n\n3.2  The Joint  Venture  will be a limited  liability  company with legal person\n     status.  The liability of each Party to the Joint Venture is limited to its\n     capital  contribution.   After  the  Joint  Venture  has  commenced  normal\n     operation,  however,  the Foreign Party shall bear unlimited  liability for\n     the Joint Venture's indebtedness.\n\n3.3  The name of the Joint  Venture  in  Chinese  is  'Jiaozuo  Wan Fang  Dianli\n     Youxian Zeren Gongsi.' The name of the Joint Venture in English is 'Jiaozuo\n     Wan Fang Power Company  Limited.' The legal address of the Joint Venture is\n     Daiwangzhen, Jiaozuo City, Henan Province, China.\n\n3.4  All  activities  of the Joint Venture will be governed by and will be under\n     the protection of the promulgated laws,  decrees,  rules and regulations of\n     China.\n\n                                       -5-\n\n\n                                    CHAPTER 4\n\n                          PURPOSE AND SCOPE OF BUSINESS\n\n4.1  The  purpose  of  the  Joint  Venture  shall  be  to  strengthen   economic\n     cooperation   and   technical   exchanges,   to  satisfy  the   electricity\n     requirements  of the Chinese Party, to improve power supply and promote the\n     development  of the  economy in Henan  Province by  adopting  advanced  and\n     appropriate   technology  and  scientific   management   methods,   and  to\n     continuously raise the economic  efficiency of the Joint Venture and ensure\n     satisfactory economic benefits for each Party.\n\n4.2  The business scope of the Joint Venture shall be to build, own, operate and\n     maintain a 2 x 125 MW coal-fired  self-supply  power plant near the site of\n     the  Jiaozuo   Aluminum  Mill  of  Henan  Province  to  generate  and  sell\n     electricity  according  to the relevant  contracts  and develop and operate\n     power related business in utilizing coal ash.\n\n4.3  The  business  activities  of the  Joint  Venture  will be  carried  out in\n     accordance   with  the  provisions  of  this  Contract,   the  Articles  of\n     Association and the decisions of the Board.\n\n\n                                    CHAPTER 5\n\n                     TOTAL AMOUNT OF INVESTMENT AND CAPITAL\n\n5.1  The total amount of investment in the Joint Venture will be One Billion Two\n     Hundred  Sixty  Million  Seven  Hundred  Ninety   Thousand   Renminbi  (RMB\n     1,260,790,000).\n\n5.2  The total  registered  capital of the Joint  Venture  will be Four  Hundred\n     Forty  Seven   Million  Five  Hundred   Eighty   Thousand   Renminbi   (RMB\n     447,580,000).\n\n5.3  (a)  The Chinese  Party will  contribute to the  registered  capital of the\n          Joint Venture One Hundred Thirty Four Million Two Hundred Seventy Four\n          Thousand  Renminbi  (RMB  134,274,000),  which  is equal to 30% of the\n          total registered capital of the Joint Venture.  The Chinese Party will\n          make its  contribution to the registered  capital of the Joint Venture\n          in the form of Power Plant  equipment and Land Use Rights (which Power\n          Plant equipment and Land Use Rights  contributions  and  corresponding\n          values shall be confirmed by the Henan  Provincial  Administration  on\n          State Assets and agreed to by the Parties).\n\n     (b)  The Foreign  Party will  contribute to the  registered  capital of the\n          Joint  Venture Three  Hundred  Thirteen  Million Three Hundred and Six\n          Thousand  Renminbi  (RMB  313,306,000),  which  is equal to 70% of the\n          total registered capital of the Joint Venture.  The Foreign Party will\n          make its  contribution to the registered  capital of the Joint Venture\n          in cash in\n\n                                       -6-\n\n\n          U.S.  Dollars at the prevailing  Foreign  Exchange Rate at the time of\n          contribution.\n\n5.4  The Parties will fund the entire amount of their respective portions of the\n     registered  capital of the Joint  Venture 30 days after the issuance of the\n     Business  License to the Joint Venture.  Late payment (unless caused by the\n     fact that the Joint  Venture  bank  account has not been  timely  opened or\n     caused by delays in  receipt of wire  transfer  after  being  sent) will be\n     subject to an interest charge of 2% per month (or portion thereof) from the\n     date due until the date paid.  In the event  either Party fails to make its\n     capital  contribution  within two days of the date due, the other Party may\n     (but shall not be obligated to) make such  contribution,  in which case the\n     percentage  of the  registered  capital of the  Parties  shall be  adjusted\n     accordingly,  subject  to  the  approval  by  the  original  examining  and\n     approving  authority.  The  Party  failing  to make such  installment  will\n     nevertheless remain liable for accrued interest from the date due until the\n     date the other Party makes such contribution.\n\n5.5 (a)  The Chinese  Party will provide a loan in RMB to the Joint  Venture in\n          an amount  equivalent to 30% of the  difference  between the amount of\n          the total  investment  set forth in Chapter  5.1 and the amount of the\n          registered  capital of the Joint Venture set forth in Chapter 5.2 upon\n          terms acceptable to the Joint Venture.\n\n     (b)  The  Foreign  Party will  provide a loan in U.S.  Dollars to the Joint\n          Venture in an amount  equivalent to 70% of the difference  between the\n          amount of the total investment set forth in Chapter 5.1 and the amount\n          of the  registered  capital of the Joint  Venture set forth in Chapter\n          5.2 upon terms acceptable to the Joint Venture.\n\n     (c)  The Joint  Venture shall have no liability or obligation to any person\n          or entity with respect to the shareholder  loans provided  pursuant to\n          this  Chapter  5.5 other  than to the  providers  of such  shareholder\n          loans.\n\n5.6  The  registered  capital of the Joint  Venture  may be  increased  with the\n     written  consent of the Parties,  the consent of the Board and the approval\n     of MOFTEC.\n\n5.7  After the Parties have made their entire respective  capital  contributions\n     to  the  Joint  Venture,  the  Joint  Venture  will  engage  an  accountant\n     registered in China to verify such capital contributions. Upon the issuance\n     of a verification  report by such accountant,  the Joint Venture will issue\n     an investment certificate to each Party.\n\n5.8  (a)  Neither Party may assign,  sell, encumber or otherwise transfer all or\n          any part of its interest in the Joint Venture  without first obtaining\n          (i) the consent of the other Party,  which  consent may be withheld in\n          the other  Party's sole and absolute  discretion;  (ii) the  unanimous\n          approval by the Board of Directors; (iii) the approval by the original\n          examining  and  approving  authority;  and (iv) the  agreement  by the\n          transferee to assume the transferor's  obligation hereunder,  provided\n          that with respect to assignments\n\n                                       -7-\n\n\n          by  either  Party  to one or more of its  100%  owned  companies,  the\n          Parties will cause their  directors to vote for such  assignment.  Any\n          instrument purporting to transfer any interest in the Joint Venture in\n          violation of these  restrictions  shall be null and void and therefore\n          shall  not be  effective  to  confer  any  right  upon  the  purported\n          transferee.\n\n     (b)  In addition,  any such proposed  assignment,  sale or transfer will be\n          subject to the right of the other Party as  hereinafter  described  to\n          acquire the interest proposed to be assigned, sold or transferred.  In\n          the event a Party proposes to assign, sell or transfer all or any part\n          of its interest in the Joint Venture, the transferring Party will give\n          a  written   notice   (the   'Assignment\/Transfer   Notice')   to  the\n          non-transferring  Party  setting forth the terms and  conditions  upon\n          which the  assignment,  sale or transfer  is proposed to be made.  The\n          non-transferring  Party will have the right, which shall be exercised,\n          if at all, by notice to the  transferring  Party  within 60 days after\n          the non-transferring Party receives the Assignment\/Transfer Notice, to\n          acquire such  interest upon the same terms and  conditions  upon which\n          the  assignment,  sale or  transfer  is  proposed  to be made.  If the\n          transferring  Party does not receive  such  notice  within such 60-day\n          period and if the transferring Party complies with the restrictions in\n          Chapter 5.8(a),  the transferring Party will have the right to assign,\n          sell or otherwise transfer such interest to the proposed transferee on\n          the terms and conditions set forth in the Assignment\/Transfer Notice.\n\n\n                                    CHAPTER 6\n\n                         RESPONSIBILITIES OF EACH PARTY\n\n6.1  The Chinese Party will perform,  in addition to its other  obligations  set\n     forth in this Contract, each of the following duties:\n\n     (a)  contributing  its  capital  at the times and in the  amounts  required\n          pursuant to Chapter 5;\n\n     (b)  providing financing as described in Chapter 5.5;\n\n     (c)  obtaining  and  delivering  to the Joint Venture no later than 15 days\n          after the  approval  by  MOFTEC  of this  Contract  an  original  or a\n          notarized  photocopy  of a  document  issued by the  relevant  Chinese\n          government authority in charge of land management  evidencing that all\n          governmental consents,  approvals and similar items have been obtained\n          in  connection  with the  grant to the Joint  Venture  of the Land Use\n          Rights  that are  necessary  or  desirable  for the  construction  and\n          operation of the Power Plant;\n\n     (d)  assisting  the Joint  Venture in obtaining no later than 15 days after\n          the  approval  by MOFTEC of this  Contract  an original or a notarized\n          photocopy of all relevant approvals  (including approvals of the Power\n          Bureau Power  Purchase  Contract  and the  Aluminum  Mill Power Supply\n          Contract and the \n\n                                       -8-\n\n          specific pricing  provisions  contained therein for the entire term of\n          each  such   contract)   that  are  necessary  or  desirable  for  the\n          construction  and operation of the Power Plant;\n\n     (e)  arranging  for  the  transfer  of the  relevant  construction  related\n          contracts to the degree that the Joint  Venture  requests that they be\n          transferred;\n\n     (f)  assisting  the Joint  Venture  in  purchasing  or  leasing in China at\n          reasonable  rates  in  Renminbi  such  equipment,   materials,  office\n          supplies,  transportation services, communication facilities and other\n          goods  and  services  as  may  be  necessary  or  desirable   for  the\n          construction and operation of the Power Plant;\n\n     (g)  assisting the Joint Venture in recruiting qualified Chinese management\n          personnel,   technical  personnel,  and  workers  as  contemplated  in\n          Chapters  10 and 11 and  assisting  the  Joint  Venture  in  obtaining\n          passports and all necessary travel documents required for such persons\n          to travel  overseas  for  training  or other  purposes  related to the\n          construction and operation of the Power Plant;\n\n     (h)  assisting foreign personnel of the Joint Venture in applying for entry\n          visas,  travel  documents  and  work  licenses  and in  arranging  for\n          suitable  board,  lodging,  office  space,   transportation,   medical\n          facilities and security for such personnel;\n\n     (i)  assisting  the  Joint  Venture  in  applying  for tax  reductions  and\n          exemptions and any other investment  incentives and benefits available\n          to the  Joint  Venture  and the  Foreign  Party in China  and in Henan\n          Province;\n\n     (j)  assisting  the Joint  Venture in applying to the Bank of China as well\n          as to other  authorized  banks for the opening of foreign currency and\n          Renminbi accounts for the Joint Venture; and\n\n     (k)  performing such other  responsibilities as shall be entrusted to it by\n          the Joint Venture.\n\n6.2  The Foreign Party will perform,  in addition to its other  obligations  set\n     forth in this Contract, each of the following duties:\n\n     (a)  contributing  its  capital  at the times and in the  amounts  required\n          pursuant to Chapter 5;\n\n     (b)  providing financing as described in Chapter 5.5;\n\n     (c)  assisting the Joint Venture in obtaining  such  equipment,  materials,\n          supplies,  goods  and  services  not  available  in  China  as  may be\n          necessary or desirable for the construction and operation of the Power\n          Plant;\n\n                                       -9-\n\n\n     (d)  assisting the Joint Venture in recruiting necessary foreign personnel;\n          and\n\n     (e)  performing such other  responsibilities as shall be entrusted to it by\n          the Joint Venture.\n\n\n                                    CHAPTER 7\n\n                         CONSTRUCTION OF THE POWER PLANT\n\n7.1  The Joint Venture will be  responsible  for the  construction  of the Power\n     Plant.  The Joint Venture will work with one or more  contractors to assist\n     it in constructing the Power Plant.\n\n7.2  The  Chinese   Party  and  the  Foreign   Party  will  work  together  with\n     construction  contractors  to  transfer  any ongoing  design,  engineering,\n     equipment procurement and construction work with respect to the Power Plant\n     from  the  Chinese  Party  to the  Joint  Venture  in  accordance  with the\n     construction contracts.\n\n7.3  Since the Power Plant is under  construction,  at the time the Parties make\n     contributions to the registered  capital of the Joint Venture,  the Chinese\n     Party  shall,  pursuant  to an  agreement  to be entered  into  between the\n     Parties,  transfer to the Joint Venture the equipment,  materials, Land Use\n     Rights,  completed  and  ongoing  construction  work  of the  Power  Plant,\n     relevant construction contracts and other assets contributed by the Chinese\n     Party  prior  to  the   establishment   of  the  Joint  Venture.   Detailed\n     arrangements for such transfer shall be specified in the relevant agreement\n     to be entered into between the Parties.  Both Parties agree to consider the\n     time factor  regarding  assets that have been valued and  confirmed  by the\n     Henan Provincial Administration on State Assets.\n\n7.4  During the  construction  period the Joint Venture may enter into contracts\n     with one or more consulting  companies or engineering  companies to provide\n     consulting services.\n\n\n                                    CHAPTER 8\n\n                          OPERATION OF THE POWER PLANT\n\n8.1  The Joint Venture will be responsible  for the operation and maintenance of\n     the Power Plant.\n\n8.2  Upon the  agreement  of both  Parties,  the Joint  Venture  may enter  into\n     contracts  with one or more companies to provide  consulting  services with\n     respect to the operations of the Power Plant.\n\n                                       -10-\n\n\n                                    CHAPTER 9\n\n                               BOARD OF DIRECTORS\n\n9.1  The Joint  Venture will  establish a Board of  Directors  which will be the\n     highest  authority  of the Joint  Venture.  The Board will decide all major\n     issues concerning the Joint Venture.\n\n9.2  The Board will be composed of six directors,  of whom two will be appointed\n     by the Chinese Party and four will be appointed by the Foreign  Party.  The\n     Board of Directors shall be established on the day the Business  License is\n     issued to the Joint Venture. Each of the directors will serve for a term of\n     three years and may serve for  consecutive  terms upon  appointment  by the\n     original Party.  The Chairman of the Board will be appointed by the Foreign\n     Party and the  Vice-Chairman  of the Board will be appointed by the Chinese\n     Party.  If a seat on the  Board  is  vacated  by a  director  prior  to the\n     completion of such director's  term, the Party which  originally  appointed\n     such director  will, as soon as possible,  appoint a successor  director to\n     serve out such vacating  director's term. The quorum for a Board meeting is\n     five directors, and the detailed procedures for holding a Board meeting are\n     specified in the relevant provisions of the Articles of Association.\n\n9.3  Except for the matters listed from (a) to (i) below, all matters considered\n     by the Board will be subject to the  approval  of a majority  of the entire\n     Board; however, prior to taking an action which any Party reasonably thinks\n     might  substantially  affect such Party's reasonable  interests,  the Board\n     shall fully  explore other options and attempt to implement the option that\n     will have the least  adverse  impact on the  reasonable  interests  of such\n     Party;  provided,  however, that such option will not materially affect the\n     profitability  or safe and  reliable  operation  of the  Power  Plant.  The\n     unanimous  approval of the Board will be required to  authorize  any of the\n     following actions:\n\n     (a)  amendment to the Articles of Association of the Joint Venture;\n\n     (b)  termination and dissolution of the Joint Venture;\n\n     (c)  increase or decrease or  assignment of the  registered  capital of the\n          Joint Venture;\n\n     (d)  merger,  split  or  change  of the  organizational  form of the  Joint\n          Venture;\n\n     (e)  mortgaging or granting a security  interest on the assets of the Joint\n          Venture;\n\n     (f)  approval of the year end financial statements of the Joint Venture;\n\n     (g)  approval of all contracts  between the Joint Venture and a Party or an\n          affiliate company of a Party;\n\n                                      -11-\n\n\n     (h)  profit distribution plan of the Joint Venture; and\n\n     (i)  appointment of the General Manager of the Joint Venture.\n\n9.4  The  Chairman  of the Board will be the legal  representative  of the Joint\n     Venture.  The Chairman  will have the power to preside over the meetings of\n     the Board and exercise the other functions of the Chairman set forth in the\n     Articles of  Association.  Whenever the Chairman cannot exercise his or her\n     functions for any reason,  the Vice Chairman  shall exercise such functions\n     as the representative of the Chairman until the Chairman resumes his or her\n     functions  or a successor is  appointed.  Neither the Chairman of the Board\n     nor the Vice  Chairman of the Board shall have the power to take any action\n     binding the Board or the Joint Venture without the express authorization of\n     the Board.\n\n9.5  The  functions,  powers and  working  procedures  of the Board shall be set\n     forth in the Articles of Association.\n\n9.6  Directors shall serve without compensation except when a director is also a\n     member of management or an employee of the Joint  Venture.  All  reasonable\n     traveling and hotel costs for each director  incurred in direct  connection\n     with board meetings or Joint Venture  business  approved by the Board shall\n     be borne by the Joint Venture in the currency incurred.\n\n\n                                   CHAPTER 10\n\n                                   MANAGEMENT\n\n10.1 The Joint  Venture will be managed using modern and  scientific  management\n     techniques.\n\n10.2 The Joint Venture will have a General Manager and a Deputy General Manager.\n     The General  Manager will be  recommended  by the Foreign Party and will be\n     appointed by unanimous  decision of the Board.  The Deputy General  Manager\n     will be  recommended by the Chinese Party and will be appointed by majority\n     decision of the Board.  The term of office of the  General  Manager and the\n     Deputy General Manager will be three years from the date of appointment.\n\n10.3 The General Manager will be responsible for  implementing  the decisions of\n     the Board and organizing  and conducting the daily  management of the Joint\n     Venture,  and will have the  authority to  accomplish  the  foregoing.  The\n     Deputy General Manager will assist the General Manager.\n\n10.4 The  details of the  appointment  of the other  senior  employees  shall be\n     specified in the Articles of Association.\n\n                                      -12-\n\n\n                                   CHAPTER 11\n\n                         PERSONNEL AND LABOR MANAGEMENT\n\n11.1 The initial labor plan,  consisting of the number of employees of the Joint\n     Venture,  including  levels and job  descriptions,  will be prepared by the\n     General  Manager and then  submitted to the Board for  approval.  The labor\n     plan will be revised at least  annually  by the  General  Manager  and then\n     submitted  to the Board for  approval.  The Joint  Venture will employ only\n     such number of employees as is necessary for its  operations.  Increases or\n     decreases  in the total  number of  employees  of the Joint  Venture due to\n     expansion or increased efficiency,  respectively, will require the approval\n     of the Board.\n\n11.2 Labor and personnel policies of the Joint Venture will be determined by the\n     General Manager,  subject to approval by the Board.  These policies will be\n     consistent  with the  promulgated  laws,  rules  and  regulations  of China\n     available to the public and will be based on the following principles:\n\n     (a)  The  General  Manager  will  implement  hiring  policies  whereby  all\n          employees  of the  Joint  Venture  will be  selected  on the  basis of\n          examination  and will have the best possible  qualifications.  In this\n          regard,  the Joint  Venture will be free to hire  qualified  personnel\n          from any location in China and, if necessary,  from foreign countries.\n          All  employees  will first be employed  on a  probationary  basis.  In\n          accordance  with the labor policies of the Joint Venture,  the General\n          Manager  shall  (within  the  authority  granted  by the Board and the\n          Articles  of  Association)  have  the  authority  to  select  and hire\n          employees for any position and to dismiss such employees.  The General\n          Manager may delegate such authority as he or she deems appropriate.\n\n     (b)  The  salaries  and all  welfare  benefits  and  subsidies  for Chinese\n          employees  of the Joint  Venture  will be set forth in the labor plan.\n          Annual wage levels of all Chinese employees (including, if applicable,\n          the General Manager) will be set annually by the Board and adjusted as\n          the Board deems  necessary  (taking  into  consideration  the economic\n          conditions  of the Joint  Venture) in  accordance  with Chinese  labor\n          regulations  concerning  wages.  Welfare  benefits  and  subsidies  to\n          Chinese  workers  and  staff  will be  given  as  provided  by law and\n          reviewed  and  approved  annually by the Board.  Further  benefits and\n          subsidies  may be  determined  by the  Board,  but will not exceed the\n          standards  set by the  relevant  governmental  authority.  The General\n          Manager may, in accordance with the policies  established by the Board\n          and the budget of the Joint  Venture then in effect,  award bonuses to\n          employees and managers. All bonuses of whatever type for employees and\n          managers will be established  as an incentive,  and will be awarded on\n          the basis of performance.\n\n     (c)  The General  Manager  will  recommend to the Board annual merit salary\n          increases for specific employees. Such increases will be based upon\n\n                                      -13-\n\n\n          the individual  employee's  performance and will be in accordance with\n          Chinese labor regulations concerning wages.\n\n     (d)  The wages and welfare benefits for the Joint Venture's employees shall\n          be higher than the average level of the wages and welfare benefits for\n          the employees in the same industry in Henan Province.\n\n11.3 The Joint Venture may enter into individual  employment  contracts with any\n     Chinese staff and workers directly if it deems such contracts  appropriate.\n     If  required  by law,  the Joint  Venture  will  enter  into an  employment\n     contract with the trade union on behalf of Chinese staff and workers.\n\n11.4 Foreign high-ranking managers and other staff ('Expatriates') will serve as\n     executives and in other  positions of the Joint Venture and will enter into\n     an employment contract with the Joint Venture.\n\n\n                                   CHAPTER 12\n\n                                   TRADE UNION\n\n     The employees of the Joint Venture may establish a trade union  pursuant to\n relevant Chinese laws and regulations.  The Joint Venture shall pay two percent\n (2%) of the actual wages  received by  employees of the Joint  Venture into the\n Joint  Venture's trade union fund for such trade union's use in accordance with\n the applicable laws of China on the management of trade union funds.\n\n\n                                   CHAPTER 13\n\n                             PURCHASES OF EQUIPMENT\n\n     Except as otherwise  provided in the Project  Contracts,  the Joint Venture\n will endeavor to source equipment,  materials,  fuel, parts, services and other\n required items in China.\n\n\n                                   CHAPTER 14\n\n                               TAXES AND LICENSES\n\n14.1 The Joint Venture will pay taxes in  accordance  with the tax laws of China\n     and the relevant provisions of the taxation department of Henan Province.\n\n14.2 Management,  staff  members  and  workers  of the  Joint  Venture  will pay\n     individual  income tax according to the Individual Income Tax Law of China.\n     The Joint Venture will not be responsible for paying any such taxes.\n\n                                      -14-\n\n\n                                   CHAPTER 15\n\n            ACCOUNTING; DISTRIBUTION OF PROFITS; PRIORITY OF PAYMENTS\n\n15.1 Pursuant to the  provisions of relevant laws and  regulations,  the General\n     Manager of the Joint  Venture will  present the Board with balance  sheets,\n     profit and loss statements and other supplementary information requested by\n     the Board prepared in Chinese and English on a monthly and quarterly  basis\n     and audited financial  statements  (including balance sheets and profit and\n     loss statements) on a yearly basis. Such audited financial statements shall\n     be  prepared  by  accountant(s)  registered  in  China  with  international\n     experience.  The  finance  and  accounting  of the Joint  Venture  shall be\n     conducted in accordance with the applicable  accounting laws and principles\n     of China.  To the extent  required by relevant law, the Joint Venture shall\n     submit on a monthly and annual basis financial  statements to the local tax\n     authority,  the  relevant  authorities  in the  electric  industry  and the\n     relevant  finance  department.  In the  event  of any  material  difference\n     between the  then-applicable  Chinese  accounting  laws and  principles and\n     internationally  generally accepted accounting  principles  ('International\n     GAAP'),  the Chinese  accounting  laws and  principles  shall be  followed;\n     however,  in order to meet the  business and  operation  needs of the Joint\n     Venture or if  required  by any Party,  the  General  Manager  shall  cause\n     additional  financial  statements  of the Joint  Venture to be  prepared in\n     accordance with International GAAP.\n\n15.2 The Joint Venture will adopt financial  accounting systems that will ensure\n     that the Joint Venture will:\n\n     (a)  make  and  keep  financial   records  which,  in  reasonable   detail,\n          accurately  and fairly  reflect  all  transactions  and affairs of the\n          Joint Venture; and\n\n     (b)  maintain  a system  of  internal  accounting  controls  sufficient  to\n          provide reasonable assurances that:\n\n          (i)  transactions  are  authorized,  executed  and  recorded  so as to\n               provide   for   proper   financial    statements   and   maintain\n               accountability for assets; and\n\n          (ii) safeguards   (including  the  performance  of  periodic  physical\n               inventories) are established to prevent  unapproved  persons from\n               having access to the Joint Venture's assets.\n\n15.3 All vouchers,  books, statements,  reports and other operating,  accounting\n     and financial records of the Joint Venture and descriptions thereof will be\n     prepared in Chinese and English.\n\n15.4 The  fiscal  year of the Joint  Venture  will begin on January 1 and end on\n     December 31 of each  Gregorian  calendar year. The first fiscal year of the\n     Joint  Venture will begin on the date of issuance of the  Business  License\n     and end on December 31 of that year.\n\n                                      -15-\n\n- ----------\n[*** Filed  separately  with the  Commission  pursuant  to a request for\nconfidential treatment.]\n\n\n15.5 The Joint Venture will maintain its books of account in Renminbi. The Joint\n     Venture may also  maintain  duplicate  books of account in U.S.  Dollars if\n     requested  by the  Board.  The Joint  Venture  will also  prepare  separate\n     records and  statements  for  transactions  in other foreign  currencies in\n     which it has such transactions so that the Joint Venture and each Party can\n     inspect the expenditure and income of foreign exchange.\n\n15.6 The Joint  Venture  will  apply its  revenues  according  to the  following\n     priorities:  first, to pay amounts then due under the Project Contracts and\n     any other contracts to which the Joint Venture may be a Party;  second,  to\n     pay other  administrative  and operation  expenses then due;  third, to pay\n     taxes of the Joint Venture then due; fourth, to pay principal, interest and\n     fees then due in respect of foreign  exchange  loans and to pay  principal,\n     interest  and fees then due in respect of Renminbi  loans;  fifth,  to make\n     contributions  to the Joint  Venture's  three  funds as provided in Chapter\n     15.10;  sixth, to fund the Foreign  Exchange Risk Fund based on the Board's\n     decision  pursuant to the provisions  hereof;  and seventh,  to make profit\n     distribution  based on the Board's unanimous decision pursuant to the ratio\n     of [***]% to the Chinese Party and [***]% to the Foreign Party.\n\n15.7 During the term of the Joint Venture and after  examination and approval by\n     the financial  and tax  authorities , the Joint Venture may effect an early\n     recovery of investment  to the Foreign Party  pursuant to Article 44 of the\n     implementing rules of the Law on Sino-foreign Cooperative Enterprises.\n\n15.8 The Joint  Venture will use Renminbi to effect  payment of locally  sourced\n     equipment,  materials,  fuel,  parts  and  other  items  and all  costs and\n     expenses   denominated  in  Renminbi.   Subject  to  the  Foreign  Exchange\n     Regulations  and so as to minimize the risk of incurring  foreign  exchange\n     losses,  the Joint  Venture  will  convert  Renminbi  revenues  to  foreign\n     exchange to effect  payment of costs and  expenses  denominated  in foreign\n     exchange required to be paid in foreign exchange.\n\n15.9 Unless the Foreign  Party  otherwise  requires,  all  distributions  to the\n     Foreign Party  (including any distribution to be made upon a liquidation of\n     the Joint  Venture)  will be  remitted  in U.S.  Dollars out of China to an\n     account or accounts  designated by the Foreign Party.  Any  distribution to\n     the Chinese Party (including any distribution to be made upon a liquidation\n     of the  Joint  Venture)  will be in  Renminbi  and will be  remitted  to an\n     account or accounts designated by the Chinese Party.\n\n15.10In  accordance  with  Chinese  laws and  regulations  and the  Articles  of\n     Association,  the Joint  Venture will make  contributions  each year to the\n     Joint Venture's Expansion Fund, Reserve Fund and Bonus and Welfare Fund for\n     Staff  and  Workers  in an amount to be  determined  by the Board  from the\n     after-tax  profits of the Joint  Venture.  The aggregate  proportion of the\n     after-tax profits of the Joint Venture contributed in any year by the Joint\n     Venture  to such  funds and any other  funds  will not exceed 15 percent of\n     such after-tax profits for the\n\n                                      -16-\n\n\n\n          relevant  year. All amounts on deposit in such funds shall be utilized\n          only as directed by the Board.\n\n\n                                   CHAPTER 16\n\n                               SALE OF ELECTRICITY\n\n16.1 The Joint  Venture  will supply to the  Chinese  Party the  electricity  it\n     requires to operate  its  Aluminum  Plant  located in Jiaozuo  City,  Henan\n     Province,  China  pursuant to an Aluminum Mill Power Supply  Contract.  The\n     Chinese Party will pay for the electricity in cash in RMB.\n\n16.2 Any  electricity  generated  by the Joint  Venture  not sold to the Chinese\n     Party shall be sold to the Henan Electric Power Corporation pursuant to the\n     Power Company Power Purchase and Sale Contract.\n\n\n                                   CHAPTER 17\n\n                              INDEPENDENT AUDITING\n\n17.1 In the event  either  Party  believes  that a mistake  has been made in the\n     preparation  of any of the  financial  reports  enumerated in Chapter 15.1,\n     such Party will have the right to appoint an independent auditor to examine\n     and verify such report and the costs of the  independent  auditor  shall be\n     borne  by the  Party  making  the  request.  Any  such  auditor  will be an\n     accountant with international experience registered in China.\n\n17.2 All necessary  documents  and accounts of the Joint  Venture will,  for the\n     performance of auditing  under this Chapter,  be provided to the auditor(s)\n     according to the reasonable requirements of such auditor(s).\n\n17.3 In the event such  auditor(s)  discover any  material  mistakes in any such\n     report,  the Joint  Venture  will cause its  accountant(s)  to restate such\n     report  to  correct  such  material   mistakes  in   accordance   with  the\n     then-applicable accounting laws and principles of China.\n\n\n                                   CHAPTER 18\n\n                           FOREIGN EXCHANGE MANAGEMENT\n\n18.1 All  foreign  exchange  matters  of the Joint  Venture  will be  handled in\n     accordance  with  the  Foreign  Exchange  Regulations  and  the  provisions\n     contained in this Chapter are specifically  subject to the Foreign Exchange\n     Regulations.\n\n                                      -17-\n\n\n18.2 The  Joint  Venture  will  open and  maintain  in its own  name a  Renminbi\n     account(s)  at the Bank of China or another  bank located in China which is\n     approved by the People's Bank of China.\n\n18.3 The Joint Venture will also open a U.S.  Dollar  account(s) (and such other\n     foreign currency  accounts as the Board may decide) at the Bank of China or\n     another bank located in China. All foreign exchange income and expenditures\n     of the Joint Venture will be paid into and out of such account or accounts.\n     The foreign  exchange  funds  maintained in such  account(s) and the income\n     thereon shall only be used as permitted under Chinese law.\n\n18.4 The foreign  staff and staff from Hong Kong and Macau of the Joint  Venture\n     may remit their  salaries and other income  derived from the Joint  Venture\n     out of China after payment of any required tax.\n\n18.5 During the Term, all foreign exchange necessary for the payment of interest\n     on and  repayment of principal of the Foreign  Party's U.S.  Dollar  loans,\n     distribution  of profits  to the  Foreign  Party and return of its  capital\n     shall be handled in  accordance  with the  relevant  state  regulations  of\n     foreign exchange control.\n\n\n                                   CHAPTER 19\n\n                                      TERM\n\n     The term of the Joint  Venture will commence on the date of the issuance of\n the  Business  License and continue for 23 years  thereafter  (including  three\n years of construction)  unless  terminated prior thereto in accordance with the\n provisions of this Contract or as extended by written  agreement of the Parties\n (the 'Term').\n\n\n                                   CHAPTER 20\n\n                                    INSURANCE\n\n     The Joint Venture will maintain such insurance  policies as are required to\n be  maintained  by the Joint  Venture as  determined by the Board of Directors.\n Such  policies  will be  obtained  from  appropriate  companies  licensed to do\n business  in China  and will be  denominated  in  Renminbi  and\/or  in  foreign\n currencies as determined by the Board, and will comply with applicable  Chinese\n laws and regulations.\n\n                                      -18-\n\n\n                                   CHAPTER 21\n\n                                    LAND USE\n\n     After establishment of the Joint Venture, the Joint Venture will enter into\n the Site Use  Contract.  Upon  execution of the Site Use  Contract,  a land use\n certificate  will be  issued  to the Joint  Venture  allowing  it full land use\n rights  necessary for the construction and operation of the Power Plant for the\n Term.\n\n\n                                   CHAPTER 22\n\n                                 APPLICABLE LAW\n\n     The formation, validity, interpretation and implementation of this Contract\n shall be governed  by and  construed  under the  publicly  promulgated  laws of\n China.\n\n\n                                   CHAPTER 23\n\n                        EFFECTS OF CHANGES IN CHINESE LAW\n\n     In the event the Joint Venture is unable to realize the operating objective\n expected  by the  Parties  or any  Party's  interest  is  materially  adversely\n affected  due to a major  change  in  operating  environment  (including  legal\n environment, changes, amendments or supplements to any existing, or the passage\n of any new,  national,  provincial,  municipal,  local or other  law,  statute,\n ordinance,  rule  or  regulation,  or  interpretation  thereof  by  any  court,\n administrative  agency or other government authority after the approval of this\n Contract),  upon the  receipt of a written  request of any Party,  the  Parties\n shall promptly make  amendments to this Contract so as to protect the interests\n of the  Parties  under  this  Contract.  In the  event  that  any  new  laws or\n regulations are promulgated by the Chinese  government which are more favorable\n to the Joint  Venture,  the Joint Venture shall apply for the enjoyment of such\n preferential treatment.\n\n\n                                   CHAPTER 24\n\n                               BREACH OF CONTRACT\n\n     A Party will be in breach of this Contract if:\n\n     (a)  it fails fully to perform,  or suspends its performance of, any of its\n          obligations  under  this  Contract  and if it does  not  correct  such\n          failure or  suspension  after notice  thereof  from the  non-breaching\n          Party  within  30  days  or,  if such  failure  or  suspension  cannot\n          reasonably be corrected within 30 days, within such longer period (not\n          to exceed 180 days) as may  reasonably  be  required  to correct  such\n          failure or suspension;\n\n                                      -19-\n\n\n     (b)  any representation  made by it in Chapter 2.2 or 2.3 shall prove to be\n          untrue in any material respect as of the date on which it was made: or\n\n     (c)  it fails to fund any  installment  of its  portion  of the  registered\n          capital  of the  Joint  Venture  within  two  days  of the  date  such\n          installment was due pursuant to Chapter 5.4.\n\n     The breaching Party shall indemnify the Joint Venture and the non-breaching\n     Party in respect of any loss incurred (excluding  consequential  damages or\n     special damages) as a result of such breach, together with interest thereon\n     from the date  any  such  loss  shall  have  occurred  through  the date of\n     payment, calculated at the rate of 15% per annum.\n\n\n                                   CHAPTER 25\n\n                                   TERMINATION\n\n25.1 The Joint Venture will terminate on the expiration of the Term.\n\n25.2 Prior to the  expiration  of the  Term,  this  Contract  may be  terminated\n     pursuant to any of the following provisions:\n\n     (a)  Upon the  occurrence  and during the  continuance  of a breach of this\n          Contract under Chapter 24, the non-breaching  Party may terminate this\n          Contract by giving written notice to the breaching Party;\n\n     (b)  In the event the Power Company Power Purchase Contract or the Aluminum\n          Mill Power Supply Contract shall at any time be terminated as a result\n          of the  occurrence  of an event of force  majeure,  the  Parties  will\n          consider the viability of continuing the business of the Joint Venture\n          and the feasibility of obtaining substitute electricity  purchaser(s),\n          and,  if such  substitute  electricity  purchaser(s)  is not  obtained\n          within six months after such  termination  of the Power  Company Power\n          Purchase  Contract or the  Aluminum  Mill Power Supply  Contract,  the\n          Board may vote to terminate this Contract;\n\n     (c)  If the Joint  Venture is unable to lawfully  continue  its  operation,\n          either Party may terminate  this Contract by giving  written notice to\n          the other Party;\n\n     (d)  If all or a material  portion of the assets or properties of the Joint\n          Venture or a Party shall have been expropriated or requisitioned, such\n          Party may  terminate  this  Contract by giving  written  notice to the\n          other Party; or\n\n     (e)  If  the  Joint  Venture  fails  to  make  a  payment  when  due on any\n          shareholder  loan provided by a Party,  such Party may terminate  this\n          Contract by giving written notice to the other party.\n\n                                      -20-\n\n- ----------\n[*** Filed  separately  with the  Commission  pursuant  to a request for\nconfidential treatment.]\n\n\n                                   CHAPTER 26\n\n                                   LIQUIDATION\n\n26.1 The Joint Venture shall be liquidated and dissolved upon the termination of\n     this  Contract  pursuant to Chapter 25,  provided that an  application  for\n     approval  shall  be  submitted  to the  relevant  examining  and  approving\n     authority  in order to  terminate  this  Contract  and  dissolve  the Joint\n     Venture  prior to the end of the Term as provided in Chapter  25.2.  In the\n     event that the Joint  Venture is dissolved  pursuant to Chapter 25.1 and if\n     at the time of such  dissolution the Foreign Party has recovered its entire\n     contribution  to the  registered  capital of the Joint  Venture,  the fixed\n     assets,  including working capital,  comprising the Power Plant will belong\n     to the  Chinese  Party for free and all other  assets of the Joint  Venture\n     will be distributed to the Chinese Party and the Foreign Party according to\n     a  unanimous  decision  of the  Board  based on the  ratio of [***]% to the\n     Chinese Party and [***]% to the Foreign Party.\n\n26.2 If by application of the provisions contained in Chapter 26.1 the assets of\n     the Joint Venture are to be liquidated,  a Liquidation  Committee (composed\n     of Board members or other qualified persons, including, without limitation,\n     certified  accountants or attorneys) will be  established,  composed of two\n     members  appointed by the Chinese  Party and four members  appointed by the\n     Foreign Party.  The Liquidation  Committee will have the power to represent\n     the Joint  Venture in all legal  matters  concerning  the  liquidation.  In\n     accordance with applicable  Chinese laws and  regulations,  the Liquidation\n     Committee will value and liquidate the Joint Venture's  assets based on the\n     Joint  Venture's  going  concern  value,  taking  into  account  the actual\n     circumstances  of the Joint  Venture,  the  market  value of  companies  in\n     similar industries and internationally accepted principles of valuation.\n\n26.3 The Liquidation  Committee will conduct a thorough examination of the Joint\n     Venture's assets and  liabilities.  On the basis of such  examination,  the\n     Liquidation   Committee  will  develop  a  liquidation   plan,   under  the\n     supervision of the  department-in-charge,  for the liquidation of the Joint\n     Venture. The liquidation plan will be subject to approval by the Board. All\n     actions of the  Liquidation  Committee  will be subject to  approval of all\n     members  of  the  Liquidation  Committee.  No  member  of  the  Liquidation\n     Committee  shall have the power to take any action binding the  Liquidation\n     Committee or the Joint  Venture  without the express  authorization  of the\n     majority members of the Liquidation Committee.\n\n26.4 Upon completion of all liquidation  procedures,  the Liquidation  Committee\n     shall submit its final report, after approval by the Board, to the approval\n     and examination authority,  and shall nullify the registration of the Joint\n     Venture.  The  Parties  will have the  right to obtain  copies of the Joint\n     Venture's  accounting books and other documents,  but the originals thereof\n     shall be left in the care of the Chinese Party.\n\n                                      -21-\n\n[*** Filed  separately  with the  Commission  pursuant  to a request for\nconfidential treatment.]\n\n\n\n26.5 Upon liquidation resulting from an early termination of this Contract,  the\n     Joint  Venture's  assets  will  be  applied   according  to  the  following\n     principles and order:\n\n     (a)  to payments of all liquidation expenses;\n\n     (b)  to payments of salary,  insurance and benefits of the employees of the\n          Joint Venture;\n\n     (c)  to  payments  then  due  under  any  contracts  or in  respect  of any\n          indebtedness of the Joint Venture;\n\n     (d)  to  payments  of  interest  and fees then due with  respect to foreign\n          currency loans;\n\n     (e)  to  payments of  interest  and fees then due with  respect to Renminbi\n          loans;\n\n     (f)  to payments of taxes of the Joint Venture then due;\n\n     (g)  to payments of principal of foreign loans;\n\n     (h)  to payments of principal of Renminbi loans;\n\n     (i)  to repayments of registered  capital to the Parties in accordance with\n          the decision of the Board; and\n\n     (j)  to  distributions to the Chinese Party and the Foreign Party according\n          to the ratio of [***]% to the Chinese  Party and [***]% to the Foreign\n          Party based on a unanimous decision of the Board.\n\n\n                                   CHAPTER 27\n\n                                  FORCE MAJEURE\n\n     In the event  that  earthquake,  typhoon,  flooding,  fire or war  directly\n affects the performance of this Contract or makes it impossible to perform this\n Contract in accordance with the terms hereof,  the Party affected by such force\n majeure  shall  immediately  notify  the  other  Party of such  event and shall\n provide  details of such event and effective  documentary  evidence in a timely\n manner. On the basis of the degree to which the performance of this Contract is\n affected,  the  Parties  shall  discuss  whether to  terminate  this  Contract,\n partially  excuse the obligation to perform this Contract or delay  performance\n of this Contract.\n\n                                      -22-\n\n                                   CHAPTER 28\n\n                             SETTLEMENT OF DISPUTES\n\n28.1 Any dispute  arising out of or in  connection  with this  Contract  will be\n     attempted to be settled through friendly  consultation between the Parties.\n     Such  consultation  will begin immediately after either Party has delivered\n     to the other Party a written request for such consultation.  If the Parties\n     do not reach an  amicable  solution  within 30 days from the notice of such\n     dispute,  either  Party may,  with  notice to the other  Party,  submit the\n     dispute for binding arbitration in Stockholm,  Sweden under the auspices of\n     and in accordance with the Arbitration  Rules of the Arbitration  Institute\n     of the Stockholm  Chamber of Commerce (except to the extent this Chapter 28\n     specifies  different  procedures in which event such procedures will govern\n     the  arbitration  to the extent so  specified).  The Parties agree that any\n     dispute  arising  out  of or in  connection  with  this  Contract  will  be\n     submitted exclusively to and be finally settled by arbitration irrespective\n     of the magnitude of such dispute or whether such dispute would otherwise be\n     considered  justiciable  or ripe  for  resolution  by a court  or  arbitral\n     tribunal.  Any settlement  and award  rendered  through such an arbitration\n     proceeding will be final and binding upon the Parties if the decision is in\n     writing  and  contains  a reasoned  analysis  explaining  the  arbitrators'\n     reasons  for  rendering  the  award.  This  Contract  and  the  rights  and\n     obligations of the Parties will remain in full force and effect pending the\n     award in such arbitration proceeding.\n\n28.2 The arbitration will be conducted in English and Chinese.\n\n28.3 There will be three  arbitrators.  Each Party  will  select one  arbitrator\n     within 30 days after giving or receiving the demand for  arbitration.  Such\n     arbitrators will be freely selected, and the Parties will not be limited in\n     their selection to any prescribed list.  Within 30 days after the selection\n     of the  latter of the two  arbitrators  selected  by the  Parties,  the two\n     arbitrators  shall select the third  arbitrator;  if the two arbitrators do\n     not select the third within such 30 day period,  the arbitrating  body will\n     select the third arbitrator.  If a Party does not appoint an arbitrator who\n     has  consented  to  participate  within 30 days after the  selection of the\n     first arbitrator,  the relevant appointment will be made by the arbitrating\n     body.  The  costs  of the  arbitration  will be  borne  by the  Parties  as\n     determined  by the  arbitration  tribunal  taking into account the relative\n     merits of the positions of the Parties.\n\n28.4 The  Parties  agree that the  arbitral  award may be  enforced  against the\n     Parties or their assets wherever they may be found and that a judgment upon\n     the arbitral award may be entered in any court having jurisdiction thereof.\n     Accordingly,  the Parties irrevocably agree that any action to enforce such\n     judgment  may be  instituted  wherever  appropriate  and each Party  hereby\n     irrevocably  waives,  to the fullest extent permitted by law, any objection\n     which  it may have  now or  hereafter  to the  laying  of the  venue or the\n     jurisdiction  or the  convenience  of the  forum  of any  such  action  and\n     irrevocably  submits generally and  unconditionally  to the jurisdiction of\n     any such court in any such action.\n\n                                      -23-\n\n\n28.5 Each of the Parties is subject to civil and  commercial law with respect to\n     its obligations  under this Contract,  and the execution and performance of\n     this Contract by it  constitutes  private and  commercial  acts rather than\n     governmental and public acts. Each of the Parties  irrevocably  agrees that\n     this Contract is a commercial rather than a public or governmental activity\n     and that neither Party is entitled to claim immunity from legal proceedings\n     with  respect to itself or any of its assets on the grounds of  sovereignty\n     or otherwise  under any law or in any  jurisdiction  where an action may be\n     brought for the  enforcement  of any of the  obligations  arising  under or\n     relating to this Contract.  To the extent that either of the Parties or any\n     of their  assets has or  hereafter  may acquire any right to immunity  from\n     set-off, legal proceedings,  attachment prior to judgment, other attachment\n     or execution of judgment on the grounds of sovereignty  or otherwise,  such\n     Party hereby  irrevocably  waives such rights to immunity in respect of its\n     obligations arising under or relating to this Contract.\n\n\n                                   CHAPTER 29\n\n                     NON-DISCLOSURE OF BUSINESS INFORMATION\n\n29.1 During the term of this Contract, the Parties may, upon reasonable request,\n     furnish  each  other  and  the  Joint  Venture  with  proprietary  business\n     documents and information needed for the implementation of this Contract.\n\n29.2 The Parties agree that all proprietary  business  documents and information\n     which are  disclosed by either  Party to the Joint  Venture or to the other\n     Party, either directly or indirectly,  in writing, orally or by drawings or\n     inspection will be used only for the Joint Venture's legitimate  commercial\n     purposes as specified in this Contract.\n\n29.3 Each Party  agrees  that it will  furnish,  and cause the Joint  Venture to\n     furnish,  such  documents and  information  the same degree of  proprietary\n     treatment  as the Party gives to its own similar  proprietary  documents or\n     information.\n\n29.4 Each  Party  agrees not to  disclose,  and cause the Joint  Venture  not to\n     disclose,  any such proprietary documents or information to any third Party\n     or to any of its employees, except to its advisors, attorneys,  engineering\n     consultants and lenders under  confidentiality  arrangements  substantially\n     similar to those set forth in this Chapter and to those  employees  who are\n     required to have such  proprietary  documents and  information to carry out\n     the commercial purposes of the Joint Venture.\n\n29.5 Notwithstanding  the  foregoing,  the following  will not be subject to the\n     undertakings set forth in this Chapter:\n\n     (a)  documents  already in the possession of, or information  already known\n          to,  the  Joint  Venture  or the  Party  receiving  the  documents  or\n          information  before its initial  disclosure by the other Party through\n          no breach of any  confidentiality  obligation to or for the benefit of\n          the disclosing Party;\n\n                                      -24-\n\n\n     (b)  documents  or  information  in  the  public  domain  at  the  time  of\n          disclosure,  or which  after such  disclosure  enters  into the public\n          domain  through  no fault of Joint  Venture  or the  Party to whom the\n          information was disclosed; and\n\n     (c)  documents or  information  lawfully  furnished or disclosed by a third\n          Party to the Joint Venture or the Party  receiving the  information or\n          documents.\n\n\n                                   CHAPTER 30\n\n                                  MISCELLANEOUS\n\n30.1 This Contract has been written in Chinese and English and each such version\n     will be of equal force and effect. All documents,  notices, waivers and all\n     other communications written or otherwise between the Parties in connection\n     with this  Contract  will be in the  Chinese  and  English  languages.  All\n     numbers in  contracts  of the Joint  Venture,  books of account and records\n     will be Arabic.\n\n30.2 Any  modifications  to this Contract  will be subject to written  agreement\n     signed by the  authorized  representatives  of both Parties and will become\n     effective  upon the  approval  of the  original  approval  and  examination\n     authority of this Contract.\n\n30.3 Subject to the provisions of Chapter 23, in the event any provision of this\n     Contract is  determined  to be invalid or  unenforceable  under  applicable\n     Chinese laws,  all other  provisions of this Contract will continue in full\n     force and effect.  The  Parties  will,  in such event,  replace the invalid\n     provision with a valid provision  which as closely as possible  corresponds\n     to the spirit and purpose of such invalid provision and this Contract.\n\n30.4 After  termination  of  this  Contract,  the  relevant  provisions  of this\n     Contract  which form the basis for a valid  claim by either  Party  arising\n     from or in  connection  with this Contract will remain in effect as related\n     to the  settlement  of such claim until such claim is settled.  The dispute\n     resolution  provisions of Chapter 28 and the confidentiality  provisions of\n     Chapter 29 will also remain in effect after termination of this Contract.\n\n30.5 A failure or delay by either Party to require the enforcement of any of the\n     provisions of this Contract will not be construed as a waiver by such Party\n     of any of its  rights  nor will it affect in any way the  validity  of this\n     Contract or any of its provisions at any time thereafter.\n\n30.6 Neither of the  Parties  will act on behalf of the other  Party,  which can\n     only become bound by the signature of its own authorized representative. In\n     all circumstances, the Joint Venture will act only in its own name and will\n     not be  considered  to be the agent of either  of the  Parties.  Similarly,\n     unless  expressly  provided  otherwise in a signed writing,  neither of the\n     Parties is the agent of the\n\n                                      -25-\n\n\n     Joint Venture and, therefore,  neither of the Parties is entitled to assume\n     any obligation on behalf of the Joint Venture nor to bind the Joint Venture\n     in any way whatsoever.\n\n30.7 This Contract  constitutes the entire  agreement and  understanding  of the\n     Parties  with  respect to the  subject  matter  hereof and  supersedes  all\n     documents  and  correspondence  entered  into prior to this  Contract  with\n     respect to the subject matter hereof.\n\n30.8 Any notice or other communication to be given hereunder shall be in writing\n     and  shall be  sufficiently  given if,  in the case of the  Chinese  Party,\n     addressed as set forth in Chapter 2.1 and in the case of the Foreign Party,\n     addressed to: AES China Generating Co. Ltd., 7\/F, Allied Capital  Resources\n     Building,   32-38  Ice  House   Street,   Central,   Hong  Kong,   Telefax:\n     852-2530-1673,  Attention:  President,  and sent by  registered  mail or an\n     internationally  recognized  overnight  courier service,  hand-delivered or\n     transmitted and clearly received by facsimile transmission. Any such notice\n     shall be effective only upon actual receipt  thereof.  All notices given by\n     facsimile shall be confirmed in writing, sent as aforesaid, but the failure\n     to so confirm  shall not  vitiate the  original  notice.  Either  Party may\n     change its address for purposes of receiving notices hereunder by notice to\n     the other Party given in accordance with this Chapter 29.8.\n\n30.9 The titles and headings  herein are used for  convenience of reference only\n     and  shall  not  be  deemed  part  of  this   Contract   for   purposes  of\n     interpretation.  Unless  otherwise  stated,  all  references  made  in this\n     Contract to 'Chapters,' shall refer to Chapters of this Contract.\n\n30.10In  the  event  that  there  is  any  conflict  or  contradiction   between\n     provisions of this Contract and provisions of the Articles of  Association,\n     provisions of this Contract shall prevail.\n\n                                      -26-\n\n\n30.11This Contract is executed on March 27, 1996 in Jiaozuo,  People's  Republic\n     of  China,  in four  sets of  English  and  Chinese  originals  by the duly\n     authorized  representatives  of the  Parties.  This  Contract  shall become\n     effective on the date the certificate of approval relating to this Contract\n     is issued by MOFTEC.\n\n\nJIAOZUO ALUMINUM MILL\n\n\nBy: \/s\/ [SIGNATURE ILLEGIBLE]\n- ----------------------------\nName: Jin Bao Qing\nTitle: General Manager\nNationality: Chinese\n\n\n\nJIAOZUO POWER PARTNERS, L.P.\nby Jiaozuo (GP) Corporation,\nits General Partner\n\nBy: \/S\/ Edward C. Hall III\n- -------------------------\nName: Edward C. Hall III\nTitle: Vice President\nNationality:  U.S.A.\n\n\n\n                                      -27-\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-42793","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\/42793","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=42793"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42793"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42793"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42793"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}