{"id":42972,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/yangcheng-international-power-generating-co-ltd-joint-venture.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"yangcheng-international-power-generating-co-ltd-joint-venture","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/yangcheng-international-power-generating-co-ltd-joint-venture.html","title":{"rendered":"Yangcheng International Power Generating Co. Ltd. Joint Venture Contract &#8211; North China Electric Power Group Corp., Jiangsu Province Investment Corp., Shanxi Energy Enterprise (Group) Co., Shanxi Provincial Power Co., Jiangsu Provincial Power Co., and AES China Generating Co. Ltd."},"content":{"rendered":"<pre>Information contained herein, marked with [***], is being filed pursuant to a\nrequest for confidential treatment.\n\n                                                                    Exhibit 10.5\n\n                                              Draft 08\/21\/1997\n\n\n                         JOINT VENTURE CONTRACT\n\n                               TO ESTABLISH\n\n\n                YANGCHENG INTERNATIONAL POWER GENERATING\n                            COMPANY LIMITED\n\n\n\n\n\n\n                     August 1996 in Beijing, China\n\n\n\n\n\n                                      -1-\n\n\n\n                                    Chapter 1\n                               General Principles\n\n         North China Electric Power Group Corporation, Jiangsu Province\nInvestment Corporation. Shanxi Energy Enterprise (Group) Company. Shanxi\nProvincial Power Company, Jiangsu Provincial Power Company, and AES China\nGenerating Co. Ltd. in accordance with the Law of the People's Republic of China\nOn Cooperative Joint Ventures Using Chinese and Foreign Investment and other\nrelevant Chinese laws and regulations, and the principle of equality and mutual\nbenefits, through friendly discussions, hereby agree to jointly invest in and\nestablish a Sino-foreign cooperative joint venture company which shall be named\nYangcheng International Power Generating Company Limited (hereinafter\n'Company'), in Shanxi Province, the PRC.\n\n         Whereas, the Company shall develop a 6x350 MW power plant, based on\ncoal deliveries from Shanxi Province, with the electricity produced to be\ntransmitted to Jiangsu Province.\n\n         Now therefore, it is hereby agreed among the Parties hereto as follows:\n\n                                    Chapter 2\n                                   Definitions\n\n         Article 1. The following definitions of certain terms hereafter used in\nthis Contract shall apply for the purposes of this Contract:\n\nPower Plant - means the 6X350MW coal-fired power plant invested and constructed\nby the Parties in Yangcheng County, Shanxi Province.\n\nProject - means the 6x350 MW coal-fired Power Station invested and constructed\nby the Parties in Yangcheng County, Shanxi Province and the land on which the\nCompany enjoys all rights of use and auxiliary facilities directly related to\nthe Power Plant.\n\nArticles of Association - means the articles of association of Yangcheng\nInternational Power Generating Company Limited as concluded and amended by the\nCompany's Board of Directors.\n\nBusiness License - means the enterprise legal person business license issued by\nthe State Administration for Industry and Commerce of the PRC or its authorized\norganizations to the Yangcheng International Power Generating Company Limited.\n\nClearances - means all clearances, permits, consents, approvals, authorizations\nand licenses required for the construction and operation of the Project as\ncontemplated by the Contract.\n\nChina or PRC - means the People's Republic of China.\n\nMOFTEC - means the Ministry of Foreign Trade and Economic Cooperation.\n\n\n                                   -2-\n\n\n\n\nSubsidiary - means wholly-owned subsidiary of the Party to the Company.\n\nCoal Supply Contract - means the long-term contracts to be entered into by the\nCompany and the coal suppliers in Shanxi Province for the coal supply to the\nPower Plant.\n\nPower Purchase Contract - means the Contract to be entered into by the Company\nand Jiangsu Provincial Power Company for the sale and purchase of electricity.\n\nEPC - means the Contract to be entered into by the Company and Shanxi Provincial\nPower Company for the engineering, procurement and construction of the Project.\n\nOperator - means Shanxi Provincial Power Company, the operating and managing\ncompany determined by the Board of Directors, which shall be responsible for the\nmanagement, operation and maintenance of the Power Plant.\n\nOperation Contract - means the Contract to be entered into by the Company and\nShanxi Provincial Power Company for the management, operation and maintenance of\nthe Power Plant.\n\nLenders - means domestical and overseas financial institutions that will or may\nprovide financing to the Company, or the financial institutions that will\non-lend the foreign export credit.\n\nFinancial Closing - means the binding commitment from Lenders, as evidenced by\none or more executed definitive credit agreements in an amount sufficient to\ncomplete the development, construction, commissioning and trial operating of the\nProject.\n\nReasonable Profit - means the distributable profit estimated based on the\napproved expected financial internal rate of return in the Feasibility Study\nReport of the Project.\n\nRight of Ways and Land Lease Contracts - means the contracts for obtaining right\nof use of the ways and the land required by the Company during the period of\nconstruction and operation for the Project.\n\nProject Documents - means the Power Purchase Contract, Coal Supply Contract,\nOperation Contract, EPC, the credit agreements. Interconnection &amp; Dispatch\nincluding Right of Ways and Land Lease Contract related to the Project.\n\nRMB - means the Renminbi, the official currency of the PRC.\n\nU.S. Dollars - means the official currency of the United States of America.\n\nthe Land - means the land in Yangcheng County. Shanxi Province used for\nconstruction of the Project as specified in the Site Description Map attached to\nthe Feasibility Study Report and Site Lease Agreement.\n\n\n                                   -3-\n\n\n\n\n                                    Chapter 3\n                          Parties to the Joint Venture\n\n         Article 2. The Parties to this Contract (hereinafter referred to\njointly as the 'Parties', and individually as the 'Party') are:\n\n         North China Electric Power Group Corporation (hereinafter 'Party A'),\nincorporated with Beijing Administration of Industry and Commerce, with its\nlegal address at 32 Zaolinqian Street, XuanWu District, Beijing, the PRC, and\nwith its general manager, Mr. Jiao Yian, a citizen of the PRC, as its legal\nrepresentative;\n\n         Jiangsu Province Investment Corporation (hereinafter 'Party B'),\nincorporated with Jiangsu Administration of Industry and Commerce, with its\nlegal address at No.5 Shanghai Road, Nanjing City, Jiangsu Province, the PRC,\nand with its Chairman, Mr. Chao Renxiang, a citizen of the PRC, as its legal\nrepresentative;\n\n         Shanxi Energy Enterprise (Group) Company (hereinafter 'Party C'),\nincorporated with the Shanxi Administration of Industry and Commerce, with its\nlegal address at Building 10, Guoshi Street, Taiyuan City, Shanxi Province, the\nPRC, with its Chairman, Mr. Wu Junzhou, a citizen of the PRC, as its legal\nrepresentative;\n\n         Jiangsu Provincial Power Company (hereinafter 'Party E'), incorporated\nwith Jiangsu Administration of Industry and Commerce, with its legal address at\n20 Beijing West Road, Nanjing City, Jiangsu Province, the PRC, and with its\ngeneral manager, Mr. Gu Zhipeng, a citizen of the PRC, as its legal\nrepresentative;\n\n         AES China Generating Co. Ltd. (hereinafter 'Party F'), incorporated in\nBermuda,  with its legal address at 9\/F.,  Allied Capital Resources Bldg., 32-38\nIce House Street Central, Hong Kong and with its President, Paul Hanrahan, a\ncitizen of the U.S., as its legal representative.\n\n                                    Chapter 4\n                          Establishment of the Company\n\n         Article 3. In accordance with the Law of the People's Republic of China\nOn Cooperative Joint Ventures Using Chinese and Foreign Investment and other\nrelevant Chinese laws and regulations, the Parties agree to establish a\nSino-foreign cooperative joint venture company within the territory of China,\nwhich shall be named Yangcheng International Power Generating Company Limited.\n\n         Article 4. The name of the Company shall be [Chinese Characters] in\nChinese and 'YANGCHENG INTERNATIONAL POWER GENERATING COMPANY LIMITED' in\nEnglish. The legal address of the Company shall be No. 151 Shooing Ta Si Street,\nTai Yuan City in Shanxi Province, the PRC.\n\n\n                                   -4-\n\n\n\n         The Company shall be a Chinese legal person and thus be governed and\nprotected by Chinese laws. All activities of the Company shall comply with\nChinese laws, regulations and other provisions of the PRC.\n\n         Article 5. The Company shall be a limited liability company and shall\nbe liable for its debts with the total assets of the Company. Each Party shall\nshare risks, losses and liabilities of the Company in proportion to their\nrespective contribution to the registered capital of the Company and within its\nsubscribed capital.\n\n         The Parties shall share the rights sand interests under this Contract\naccording to their contribution to the registered capital and cooperation\ncondition and in accordance with the provisions of this Contract.\n\n                                    Chapter 5\n                           Business Purpose and Scope\n\n         Article 6. The purposes of the Company are:\n\n         (a)      to increase utilization of the coal resources in Shanxi\n                  Province, to improve Jiangsu's supply of electricity, to\n                  purchase and utilize advanced power generation technology, to\n                  finance, construct, operate, maintain and manage the Power\n                  Plant for the generation and sales of electricity, to\n                  implement scientific and highly efficient management\n                  techniques in the operation of the Power Plant, and to promote\n                  economic development in Shanxi and Jiangsu provinces; and\n\n         (b)      to  achieve efficient power production of the Power Plant and\nachieve Reasonable Profits for each Party.\n\n         Article 7. The business scope of the Company is:\n\n                    generation and sales of electricity; construction and\n                    management of the Power Plant; and development of\n                    comprehensive utilization related to the production of\n                    electricity.\n\n                                    Chapter 6\n                     Total Investment and Registered Capital\n\n         Article 8. The amount of total investment of the Company is 13.2\nbillion RMB which is equivalent to 1571.53 million U.S. Dollars.\n\nThe registered capital of the Company shall be 392.86 million U.S.\nDollars, accounting for 25% of the total investment set forth above. Party A\nshall own 25% of the registered capital of the Company, Party B - 20%, Party C\n16%, Party D - 10%, Party E - 4% and Party F - 25%. The capital contribution of\neach Party are as follows: Party A 98.22 million U.S. Dollars, Party B 78.57\nmillion U.S. Dollars, Party C 62.86 million U.S. Dollars, Party F 98.22 million\nU.S. Dollars.\n\n\n                                   -5-\n\n\n\n\n          \n          Article 9. The Company, with agreement from all Parties, shall only be\nresponsible for fees, costs and expenses directly related to the Project.\n\n          Article 10. Party A, Party B, Party C, Party D and Party E shall make\ntheir capital contribution in RMB cash which shall be denominated in U.S.\nDollars; Party F shall make its capital contribution in U.S. Dollars. Conversion\nof RMB to U.S. Dollars shall be calculated based upon the intermediary price of\nthe buying and selling exchange rate as published by the People's Bank of China\non the date of each contribution.\n\n          Article 11. According to relevant Chinese law, regulations and the\nrequirements of the Lenders, the Parties shall each pay 15% of its registered\ncapital contribution within three months of the issuance date of the Business\nLicense. The remaining registered capital shall be paid by the Parties in\ninstallments within three years on the basis of registered capital contribution\nratio, on the dates and in the amounts determined by the Board of Directors\nafter the official execution of EPC Contract and Loan Agreement.\n\n          Article 12. The increase, reduction or assignment of the registered\ncapital of the Company shall be subject to the decision of the Board of\nDirectors and approval of MOFTEC. The procedures for the registration of such\nalteration shall then be handled by the original registration authority.\n\n          Article 13. After the Parties have paid each installment of their\nrespective registered capital contributions and an accounting firm registered in\nChina has verified the contribution and issued a verification report, the\nCompany shall issue an investment certificate to each Party. The investment\ncertificate shall bear the names of the Parties, the date of the contributions,\nthe type of currency, the amounts of contribution and the date of the issuance\nof the certificates.\n\n                                    Chapter 7\n                       Financing and Cooperation Condition\n\n          Article 14. The difference between the total Investment and the\nregistered capital shall be financed as follows:\n\n                      a) The foreign exchange shortfall, [***] million U.S.\n                      Dollars, shall be met through export credit guaranteed and\n                      on-lent by the Bank authorized by the State. The Company\n                      shall be responsible to borrow and be responsible to repay\n                      the principal and interest on such loan while the five\n                      Chinese investors shall provide counter-guarantee in\n                      proportion to their contributions to the registered\n                      capital, which shall be the cooperation conditions of the\n                      five Chinese parties.\n\n                      b) The RMB shortfall, [***] million RMB, shall be met in\n                      the form of loan of the Company and repaid by the Company\n                      at the interest rate set forth by the People's Bank of\n                      China and quoted by \n\n\n[***] Filed separately with the Commission pursuant to a request for\nconfidential treatment.\n\n                                   -6-\n\n\n\n\n                      \n                      the State Development Bank for loan of similar term. Such\n                      loan shall be arranged by Party A, B, C, D, and E on\n                      behalf of the Company (including their own fund) or\n                      guaranteed by Party A, B, C, D and E in proportion to\n                      their contributions to the registered capital, which shall\n                      be the cooperation condition of the five Chinese parties.\n\n         Article 15. As the five Chinese parties have provided guarantee or\ncounter guarantee for [***] million U.S. Dollars loan and [***] million RMB loan\nof the Company as per this Contract, the Company shall use its all efforts to\nfulfill all the obligations under the Loan Agreement, including borrowing short\nterm loan to repay the principal and interest of the above mentioned loans. In\nthe event that due to the Company's failure to repay the principal and interest\nof such loans in time, and the guarantors are required by the Lenders to make\nsuch repayment, then after the five Chinese parties or any one or several of\nthem have performed the obligations of guarantee, such party or parties that\nhave performed their obligations shall at once have the right of subrogation\nagainst such guaranteed debts.\n\n                                    Chapter 8\n                       Favorable Treatment to the Company\n\n         Article 16. In the event that the issuance, amendment, supplement or\nrescission by the Government of China or its agencies of the laws, regulations\nor policies in respect of tax, customs, foreign exchange or other issues after\nthe execution of this Contract or Project Documents enable the Company to enjoy\nmore favorable conditions than those offered by this Contract, without harming\nthe interest of any Party, the Company shall apply for such favorable treatments\nin accordance with relevant rules.\n\n         Article 17. After the execution date of this Contract and the Project\nDocuments, if a Party's economic benefits under this Contract or Project\nDocuments, directly or indirectly, are adversely affected because of the\nissuance, amendment, supplement or rescission of the laws, regulations or\npolicies in respect of tax, customs, foreign exchange or other issues by the\nGovernment of China or its subdivision, the Parties shall consult upon notice\nfrom the affected Party requesting consultation and shall make necessary\namendments to the relevant provisions of this Contract so as to maintain each\nParty's economic benefits under this Contract. However, such amended provisions\nshall take effect only upon approval of the original examination and approval\nauthority.\n\n                                    Chapter 9\n               Assignment of Right and Interest in Registered Capital\n\n         Article 18. During the term of this Contract, no Party may sell,\nassign, pledge, or dispose of its right and interest in the registered capital\nof the Company without the consent of the Board of Directors and the approval of\nMOFTEC.\n\n\n[***] Filed separately with the Commission pursuant to a request for\nconfidential treatment.\n\n                                   -7-\n\n\n\n\n\n         When a Party wishes to dispose of all or any part of its right and\ninterest in registered capital in the Company, the other Parties shall have a\npreemptive right to purchase in proportion on their share of registered capital.\nThe Terms for such transfers by a Party to the other Parties shall be no less\nfavorable than those offered to any third party. Within 45 days after delivery\nof the written offer by the transferring party, any interested Parties shall\ndeliver their response stating whether or not it accepts the offer to purchase\nthe transferring Party's interest in the Company. If a Party or other Parties\nfail(s) to accept such offer within the aforementioned 45-day period or if a\nParty or other Parties express(es) no interest, it will be deemded to have given\nits consent to such transfer. In such event, the company's Board of Directors\nshall vote to approve such transfer.\n\n         In the case one Party wishes to assign its rights ad obligations in the\nCompany to its subsidiary, the subsidiary or the assignee shall be able to\nperform the same obligations as the transferring Party under the Contract and\nmust undertake all the rights and obligations of the transferring Party under\nthe Contract. Upon satisfaction of the above conditions, the other Parties shall\nprompt their appointed directors of the Board to vote for it at the meeting of\nthe Board of Directors of the Company. However, such assignment shall be subject\nto the consent of the Lenders and shall not adversely affect the business of the\nCompany and the performance of this Contract.\n\n         Any above mentioned disposal of the right and interest in the\nregistered capital shall be made only after their respective subscribed\nRegistered Capital is completely paid, the construction of the Project is\ncompleted and all units have entered into commercial operation.\n\n         Article 19. If there is any change to the major shareholders or\ndepartment-in-charge of the Parties, the Party for which a change has occurred\nshall so inform the other Parties in writing immediately.\n\n         Any change in the organization or structure of any Party to this\nContract shall not affect its rights and obligations as stipulated in this\nContract.\n\n\n\n\n                                   Chapter 10\n                         Responsibilities of the Parties\n\n        Article 20. The Parties shall be respectively responsible for the\nfollowing matters:\n\n         (a)      Responsibilities of Party A:\n\n                  (i)    Providing its registered capital contribution in\n                         accordance with this Contract.\n\n                  (ii)   Obtaining from the relevant PRC government departments\n                         the approvals, the registration and Business License of\n                         the Company, and handling other matters relating to the\n                         establishment of the Company;\n\n\n                                   -8-\n\n\n\n\n                  (iii)  Handling other matters entrusted to it by the Company;\n\n                  (iv)   Assisting the Company in obtaining the financing\n                         required by the Project from domestic or foreign\n                         financial institution and provide guarantee or\n                         counter-guarantee for the financing required by the\n                         Project.\n\n                  (v)    Assisting the Company in obtaining the rights, permits\n                         and Clearances for the use of access to infrastructure\n                         facilities such as land, water, power, transportation,\n                         etc.;\n\n                  (vi)   Assisting the Company in obtaining preferential\n                         treatments provided under the laws of China;\n\n                  (vii)  Assisting the Company with application for licenses for\n                         importation of equipment and the reduction or exemption\n                         of import customs duties;\n\n                  (viii) Assisting the Company with application for obtaining\n                         the related approvals ad permits required by the\n                         electric industry; and\n\n                  (ix)   Assisting in handling matters related to the Company.\n\n         (b)      Responsibilities of Party B:\n\n                  (i)    Providing its registered capital contribution in\n                         accordance with this Contract;\n\n                  (ii)   Obtaining the approvals and cooperation required by the\n                         Project from Jiangsu Province;\n\n                  (iii)  Handling other ratters entrusted to it by the Company;\n\n                  (iv)   Assisting in obtaining the approval, registration,\n                         Business License from relevant government departments,\n                         and handling other matters concerning the establishment\n                         of the Company;\n\n                  (v)    Assisting the Company in obtaining the financing\n                         required by the Project from domestic or foreign\n                         financial institutions and providing guarantee or\n                         counter-guarantee for the financing required by the\n                         Project;\n\n                  (vi)   Assisting the Company in obtaining preferential\n                         treatments provided under the laws of China;\n\n                                   -9-\n\n\n\n\n                  (vii)  Assisting the Company with application for licenses for\n                         importation of equipment and the reduction or exemption\n                         of import customs duties;\n\n                  (viii) Assisting the Company in handling matters concerning\n                         the sale of electricity to Jiangsu Province; and\n\n                  (ix)   Assisting in handling matters related to the Company.\n\n         (c)      Responsibilities of Party C:\n\n                  (i)    Providing its registered capital contribution in\n                         accordance with this Contract;\n\n                  (ii)   Obtaining the approvals and cooperation required by the\n                         Project from Shanxi Province;\n\n                  (iii)  Handling other matters entrusted to it by the Company;\n\n                  (iv)   Assisting in obtaining the approval, registration,\n                         Business License from relevant government departments,\n                         and handling other matters concerning the establishment\n                         of the company;\n\n                  (v)    Assisting the Company in obtaining the financing\n                         required by the Project from domestic or foreign\n                         financial institutions and providing guarantee or\n                         counter-guarantee for the financial required by the\n                         Project;\n\n                  (vi)   Assisting the Company with application for obtaining\n                         the rights, permits and Clearances for the use of\n                         access to infrastructure facilities such as land,\n                         water, power, transportation, etc.;\n\n                  (vii)  Assisting the Company in obtaining preferential\n                         treatments provided under the laws of China;\n\n                  (viii) Assisting the Company with application for licenses for\n                         importation of equipment and the reduction or exemption\n                         of import customs duties;\n\n                  (ix)   Assisting the Company to buy coal at the price applied\n                         by Shanxi Provincial Power Company to its power plants.\n\n                  (x)    Assisting the Company with application for\n                         preferential treatment of local taxes; and\n\n                  (xi)   Assisting in handling matters related to the Company.\n\n         (d)      Responsibilities of Party D:\n\n\n                                   -10-\n\n\n\n\n                  (i)    Providing its registered capital contribution in\n                         accordance with this Contract.\n\n                  (ii)   Obtaining approvals and cooperation required by the\n                         Project from Shanxi Province;\n\n                  (iii)  Handling other matters entrusted to it by the Company;\n\n                  (iv)   Assisting in obtaining the approval, registration,\n                         Business License from relevant government departments,\n                         and handling other matters concerning the establishment\n                         of the Company;\n\n                  (v)    Assisting the Company in obtaining the financing\n                         required by the Project from domestic or foreign\n                         financial institutions and providing guarantee or\n                         counter-guarantee for the Company on the financing\n                         required by the Project;\n\n                  (vi)   Be responsible for applying and obtaining for the\n                         Company the rights or permits for the use of access to\n                         infrastructure facilities such as land, water, power,\n                         transportation, etc.;\n\n                  (vii)  Assisting the Company in obtaining preferential\n                         treatments provided under the laws of China;\n\n                  (viii) Be responsible for applying for the license for\n                         importation of equipment, and the reduction or\n                         exemption of import customs duties for the Company;\n\n                  (ix)   Assisting the Company to buy coal at the price applied\n                         by Shanxi provincial Power Company to its power\n                         plants;\n\n                  (x)    Assisting the Company with application for preferential\n                         treatment of local taxes;\n\n                  (xi)   Assisting the Company with application for related \n                         approvals and permits required by the electric\n                         industry;\n\n                  (xii)  Executing EPC Contract with the Company and\n                         implementing the obligations thereunder;\n\n                  (xiii) Executing O&amp;M Contract with the Joint Venture Company\n                         and implementing the obligations thereunder; and\n\n                  (xiv)  Assisting in handling matters related to the Company.\n\n         (e)      Responsibilities of Party E:\n\n\n                                   -11-\n\n\n\n\n\n                  (i)    Providing its registered capital contribution in\n                         accordance with this Contract;\n\n                  (ii)   Obtaining approvals and cooperation required by the \n                         Project from Jiangsu Province;\n\n                  (iii)  Handling other matters entrusted to it by the Company;\n\n                  (iv)   Entering the Power Purchase Contract with the Company\n                         and taking the obligations thereunder;\n\n                  (v)    Assisting in obtaining the approval, registration,\n                         Business License from relevant government departments,\n                         and handling other matters concerning the establishment\n                         of the Company;\n\n                  (vi)   Assisting the Company in obtaining the financing\n                         required by the Project from domestic or foreign\n                         financial institutions and providing guarantee or\n                         counter-guarantee fro the financing required by the\n                         Project;\n\n                  (vii)  Assisting the Company in obtaining preferential\n                         treatments provided under the laws of China;\n\n                  (viii) Assisting the Company with application for importation\n                         of equipment and import licenses, and the reduction or\n                         exemption of import customs duties;\n\n                  (ix)   Assisting the Company with application for related\n                         approvals and permits required by the electric\n                         industry;\n\n                  (x)    Assisting in handling matters related to the Company.\n\n         (f)      Responsibilities of Party F:\n\n                  (i)    Providing its registered capital contribution in\n                         accordance with this Contract;\n\n                  (ii)   Assisting in obtaining the approval, registration,\n                         Business License from relevant government departments,\n                         and handling other matters concerning the establishment\n                         of the Company;\n\n                  (iii)  Handling other matters entrusted to it by the Company;\n\n                  (iv)   Assisting the Company in obtaining Financing required\n                         by the Project through domestic or foreign financial\n                         institutions;\n\n                  (v)    Assisting the Company in obtaining preferential\n                         treatment provided under Chinese law and policies;\n\n\n                                   -12-\n\n\n\n\n\n                  (vi)   Assisting the Company in obtaining advanced management\n                         techniques and power generating technologies;\n\n                  (vii)  Assisting the Company with application for importation\n                         of equipment and export licenses, and the reduction or\n                         exemption of export customs duties;\n\n                  (viii) Assisting in handling matters related to the Company.\n\n                                   Chapter 11\n                               Board of Directors\n\n         Article 21. The Company shall establish a Board of Directors which\nshall be the governing body of the Company.\n\n         Article 22. The Board of Directors shall be composed of nine persons of\nwhich two Directors are from Party A; two from Party B; one from Party C; one\nfrom Party D; one from Party E and two from Party F. The Chairman of the Board\nof Directors shall be appointed by Party A, and three Vice Chairmen shall be\nappointed respectively by Party F, B and C. The term of the Chairman, Vice\nChairman and the directors positions shall be three years and they may serve a\nconsecutive term if reappointed upon expiration of the term.\n\n         Article 23. The Chairman of the Board is the legal representative of\nthe Company. Should the Chairman be unable to exercise his responsibility for\nsome reasons, a Vice Chairman shall be authorized to assume the responsibilities\nof the Chairman.\n\n         Article 24. The Board of Directors shall convene at least two meetings\neach year. The meetings shall be called and presided over by the Chairman. Upon\nmotion by one third or more of the directors, the Chairman shall convene interim\nmeetings of the Board of Directors. Minutes shall be kept for each meeting of\nthe Board of Directors, signed by each director in attendance, and placed on\nfile at the Company.\n\n         Article 25. Two-thirds of the Directors present in person or by proxy\nshall constitute a quorum for any meeting of the Board of Directors. In\naddition, any such meeting shall be effective only when it is attended by at\nleast one Director or his proxy from each Party. However, if a Director of a\nParty does not attend the Board meeting in person or by proxy without any\njustifiable reasons, such Director shall be deemed to have attended the meeting\nand abstained from voting, and the meeting can be validly convened. Any Director\nof the Board who is not able to attend any meeting of the Board shall in proxy\nentrust another person to be present at such meeting on his behalf. The proxy\nshall be in writing and shall state the scope of the powers entrusted by such\nDirector.\n\n\n                                   -13-\n\n\n\n\n\n        Article 26. When the Board of Directors vote, each director shall have\nequal voting rights.\n\n        Article 27. The following matters shall be discussed and decided by the\n                    Board of Directors:\n\n         (a)      Amendments of the Articles of Association of the Company;\n\n         (b)      Termination, liquidation and dissolution of the Company;\n\n         (c)      Contribution, increase, reduction of the registered capital of\n                  the Company or assignment of right and interest in registered\n                  capital including assignment and disposal pursuant to and in\n                  accordance with Article 18 hereof;\n\n         (d)      Merger of the Company with other economic entities;\n\n         (e)      Adjustment of the amount of total investment of the Project;\n\n         (f)      Execution, amendment, termination, substitution, assignment or\n                  any other action by the Company of or under any Project\n                  Documents;\n\n         (g)      The Company's annual financial budget, proposal for covering\n                  the deficit of the Company, power price adjustment application\n                  report, and the ratio of allocations to all kinds of funds as\n                  stipulated by laws as well as approval of employee salary\n                  level, pensions subsidy, benefit and bonus plan, labor and\n                  personnel policies, and any amendments thereto;\n\n         (h)      Any material economic decisions in addition to the Company's\n                  annual financial budget, including but not limited:\n\n                  (1)      Entering into any contract beyond the amount limit\n                           which shall be determined by the Board of Directors\n                           per year or contract with a term of implementation\n                           more than 1 year; if such contracts are a series of\n                           related contracts, the amount of which shall be in\n                           the aggregate;\n\n                  (2)      Any foreign currency-denominated payment exceeding\n                           US$100,000 per payment or US$500,000 per year;\n\n                  (3)      Making draws under the construction loans borrowed to\n                           finance the Project;\n\n                  (4)      Making of loans, or entering into other financing\n                           arrangements;\n\n         (i)      Issuing guarantees in the name of the Company, pledge,\n                  assignment or mortgage of assets of the Company;\n\n\n                                   -14-\n\n\n\n\n\n         (j)      Repayment of loans except as set forth in the original\n                  amortization schedule of such loans;\n\n         (k)      Contracts between the Company and the Parties;\n\n         (l)      Types, amounts, term, modification or termination, of any\n                  insurance to be carried by the Company, appointment or\n                  dismissal of accounting firm, financial and legal advisors;\n\n         (m)      Appointment, dismissal or rewards and penalties of the General\n                  manager, deputy general manager, financial controller, or\n                  other higher officials of the Company;\n\n         (n)      Establishment of subsidiaries or branches of the company;\n\n         (o)      Establishment and adjustment of the internal structure of the\n                  Company;\n\n         (p)      Formulation or amendment of accounting system and other\n                  material management systems of the Company; and\n\n         (q)      Other matters for decision as deemed necessary by the Board of\n                  Directors.\n\n         When the Board of Directors decides matters set forth above, unless\notherwise stipulated by it, item (a) to item (n) shall be approved unanimously\nby the all the directors or their proxies present at the meeting; item (o) to\nitem (p) shall be approved by at least two-thirds of the directors or their\nproxies present; the unlisted matters shall be decided through majority vote by\nall the directors or their proxies present.\n\n                                   Chapter 12\n                      Operation and Management Organization\n\n         Article 28. The Company shall establish an operation and management\norganization that will be responsible for the day-to-day management of the\nCompany. The operation ad management organization shall have one general manager\nand three deputy general managers. The selection and appointment of the general\nmanager and deputy general managers and their duties shall be set forth in the\nArticles of Association.\n\n         Article 29. The general manager shall be responsible to the Board of\nDirectors. The general manager shall be responsible for the day-to-day\nadministrative work of the Company, handling matters pertaining to construction,\noperation, and business development. When handling key issues the general\nmanagers all consult with the deputy general managers; deputy general managers\nshall assist the general manager with his work. The general manager shall make\nperiodic reports to the Board of Directors.\n\n\n                                   -15-\n\n\n\n\n\n                                   Chapter 13\n                 Profits, Distribution, Risks and Losses Sharing\n\n         Article 30. In accordance with the stipulations of Chinese law, the\nCompany shall make allocations from its after-tax profits for reserve fund,\nemployee bonus and welfare fund as well as enterprise development fund. The\nproportion of allocation for each year shall be determined by the Board of\nDirectors, however, it shall not exceed 12.5% of after-tax profit.\n\n         Article 31. The Company shall distribute the profit upon the decision\nof the Board of Directors as per Article 32 after the Company has paid taxes\naccording to the laws and regulations of China, repaid the principal and\ninterest in the current year as per the executed Loan Agreement and made\nallocation to the funds stipulated under Article 30.\n\n         Article 32. The Company shall make final profit distribution each year\nbase don the distributable after-tax profit after financial settlement. The\ndistributable profit of the Company shall be distributed based on fixed amount,\ncertain percentage and in the following order:\n\n         1. For the first five years after the establishment of the Company, the\nCompany shall not distribute profit if there is no profit; if the Company has\ndistributable profit, it shall be distributed among all the Parties in\nproportion to their contribution to the registered capital.\n\n\n                                   -16-\n\n\n\n\n         2. Starting from the 6th year of the establishment of the Company,\nParty F shall receive a fixed amount of [***] million each year out\nof the distributable profit.\n\n         3. Surplus profit after distribution pursuant to the above Article 32\n(2) clause shall be distributed among the Parties in proportion to their\ncontribution to the registered capital.\n\n                                     [***]\n\n         Article 33. The profit distribution shall be calculated in U.S.\nDollars. The Company shall pay profits of the Company in RMB to Party A, Party\nB, Party C, Party D and Party E. At least [***] of Party F's profit shall be\npaid in RMB, whereas the remainder shall be paid to Party F in U.S. Dollars.\nDistributions in RMB above [***] to Party F shall be the average price of the\nbuying and selling price published by the People's Bank of China on the date of\npayment.\n\n                                     [***]\n\n         Article 34. No profits shall be distributed until the losses of the\nprevious fiscal year have been made up. Undistributed profits from the previous\nfiscal year shall be distributed together with the profits of the current fiscal\nyear.\n\n         Article 35. The company shall be responsible to convert RMB into U.S.\nDollars for the portion of profit that shall be distributed in U.S. Dollars to\nParty F according to the relevant foreign exchange administration rules of the\nState.\n\n                                   Chapter 14.\n                           Construction of the Project\n\n         Article 36. The land issues of the Project of the Company shall be\nhandled according to the stipulations as follows:\n\n\n[***] Filed separately with the Commission pursuant to a request for\nconfidential treatment.\n\n                                   -17-\n\n\n\n\n\n                  (a) the Company will enter into Right of Ways and Land Lease\n                  Contract with relevant land management authorities and the\n                  Company shall have proprietary right of use on the land during\n                  the entire joint venture term (including any advancement or\n                  extension) and all necessary right of enough access to the\n                  Land and public roads nearby.\n\n                  (b) the Company hereby entrusts Party D to apply, under the\n                  name of the Company, the land use certificate for the use of\n                  Land proprietorial from the relevant land management\n                  authority. Such Land use right shall be free from any\n                  guarantee (including but not limited to mortgage, pledge or\n                  lien) or lease.\n\n                  (c) the prepaid money, expenses prepaid by the Parties for\n                  getting the land use right prior to capital contribution,\n                  after being audited by relevant authorities and the Company,\n                  shall be reimbursed by the Company to such Party immediately\n                  after the initial injection of the registered capital of the\n                  Parties, plus the interest on such prepaid expenses\n                  calculating form the date of prepayment to the date of\n                  reimbursement. The interest thereon shall be determined\n                  according to the interest rate quoted by the State Development\n                  Bank for the loan of similar term.\n\n         Article 37. The Parties agree that, during the construction of the\nPower Plant, a portion of the equipment for the Project shall be foreign\nmanufactured and warranted equipment, specifically, steam turbines, generators,\nboilers and power plant control systems. At the same time the Parties agree that\nthe Company will maximize the use of Chinese labor, raw materials and equipment\nin order to lower the costs of the Project and the electricity price.\n\n         Article 38. Party D shall undertake the construction of the Project by\nentering into an EPC Contract with the Company on fixed schedule, fixed price,\nturnkey EPC basis. The EPC Contract shall include articles on liquidated damages\nacceptable to the investors and the General Contractor. The Company shall not\ntake the risk of construction of the Project. Force Majeure events shall be\ndealt with in accordance with relevant articles of the EPC Contract.\n\n         Article 39. The general contractor shall, in accordance with the terms\nand conditions of the EPC Contract, be responsible for the design, procurement,\nconstruction, test run of the Power Plant and take all the liabilities before\nthe delivery of the completed Power Plant to the Company in accordance with\nacceptance standards in EPC Contract. The General Contractor shall sign the\nEquipment Procurement Contract (EP Contract) with the foreign equipment\nsuppliers in the name of the Company which shall constitute a part of the EPC\nContract. The General Contractor shall take all the responsibilities under EP\nContract.\n\n                                   Chapter 15\n                   Operation and Management of the Power Plant\n\n\n                                      -18-\n\n\n\n\n\n         Article 41. The Company shall be responsible for the management of the\nPower Plan and entrust Party D to be the Operation responsible for the operation\nof the Plant by way of executing O&amp;M Contract with Part D. The Joint Venture\nshall not take any risk related to the operation and maintenance of the Power\nPlant. Force Majeure events shall be dealt wit in accordance with the relevant\narticles under O&amp;M Contract entered into between the Joint Venture and the\nOperator.\n\n         The O&amp;M Contract shall include but not limited to the following:\n\n                  a)  power generation according to Power Purchase Contract\n\n                  b)  the calculation formula, quota and payment method related\n                  to the operation cost\n\n                  c)  calculation formula and payment method of management fee\n\n                  d)  assurance to keep the equipment in good form and safe\n                  operation\n\n                  e)  guarantee for liquidated damages and reward of excess\n                  power generation\n\n         Article 42. Operation shall take all the liabilities under the\nOperation Contract for the operation of the Power Plant during the joint venture\nterm to ensure the Company can sell the electricity as per the Power Purchase\nContract.\n\n                                   Chapter 16\n                                      Fuel\n\n         Article 43. The coal required by the Power Plant shall be supplied\npursuant to the Coal Supply Contract which is entered into between the Company\nand the coal suppliers in Shanxi. Party C and Party D shall assist the Company\nto buy the coal at the price applied by Shanxi Provincial Power Company to its\npower plants to secure the long-term, steady and sufficient coal supply for\nproduction of the Power Plant.\n\n                                   Chapter 17\n                            Procurement of equipment\n\n         Article 44. The Company can decide on its own to directly procure from\nlocal or foreign suppliers the equipment, material or other items required by\nthe Joint Venture Company in accordance with relevant Chinese laws, and enter\ninto equipment procurement contract with relevant suppliers.\n\n                                   Chapter 18\n                               Sale of Electricity\n\n\n                                      -19-\n\n\n\n\n\n         Article 45. All the electricity produced by the Power Plant shall be\npurchased by Jiangsu Provincial Power Company pursuant to the Power Purchase\nContract.\n\n         Article 46. The electricity price shall be determined according to the\nprinciples of recovering all power generating costs, achieving the Reasonable\nProfit, timely repayment of principal and interest on loans, paying taxes and\nfees and allocating the three funds, based on annual average utilization hours\nof the Power Plant no less than [***] hours for the first [***] years and no\nless than [***] hours for the last [***] years of the term of the Joint Venture\nas well as other factors. The power price shall be adjusted once a year based on\nthe generation cost, the repayment of principal and interest, exchange rate\nfluctuation, inflation and tax change, and timely adjusted upon occurrence of\nany special situation. Such electricity price principles shall be subject to the\nprior approval by the examination and approval authority for the electricity\nprice.\n\n         Power Purchase Contract shall have clauses on electricity payment and\npayment guarantee which shall be in accordance with the requirements of the\nLenders.\n\n         Article 47. The Company and the Parties shall utilize the Power Plan to\ngenerate and sell as much electricity as possible on the basis of [***] annual\naverage utilization hours. Jiangsu Provincial Power Company shall purchase the\nelectricity with no less than [***] of annual average utilization hours for the\nfirst [***] years of the term of the Joint Venture and no less than [***] annual\nutilization hours for the last [***] years of the term of the Joint Venture, and\npurchase as much excess electricity produced by the Power Station as possible.\n\n                                   Chapter 19\n                            Project Development Costs\n\n         Article 48. The costs that have been paid by the Parties related to\nProject development shall be in accordance with relevant provisions of the State\nand shall be processed as follows:\n\n                  (a)      Costs incurred and prepaid for prior to the\n                           establishment of the Company by Parties A, B, C, D\n                           and E on behalf of or for the Yangcheng Power Station\n                           Preparatory Office, shall be reimbursed by the\n                           Company to such Parties immediately after the initial\n                           injection of the registered capital, plus the\n                           interest calculated based on the interest rate quoted\n                           by the State Development Bank of China for the loan\n                           of similar term.\n\n                  (b)      Costs incurred by the Preparatory Office in Beijing\n                           prior to the establishment of the Company, except for\n                           the salaries of the Parties' representatives,\n                           business travel expenses and communication expenses,\n                           shall be reimbursed by the Company to such parties\n                           immediately after the initial injection of the\n                           registered capital, plus the interest calculated\n                           based on the \n\n\n[***] Filed separately with the Commission pursuant to a request for\nconfidential treatment.\n\n                                      -20-\n\n\n\n\n                           interest rate quoted by the State Development Bank\n                           of China for the loan of similar term.\n\n                           The costs incurred as above-mentioned in (a) and (b)\n                           upon the approval of the Board of Directors after the\n                           establishment of the Joint Venture shall be\n                           reimbursed by the Company.\n\n                  (c)      In the event of early termination of the Company\n                           within 3 months of the establishment of the Company,\n                           the expenses of the Preparatory Office prepaid by one\n                           or several Parties shall be shared by all the Parties\n                           in proportion to their contributions to the\n                           registered capital, subject to the unanimous approval\n                           of the Board of Directors.\n\n                                   Chapter 20\n                                Labor Management\n\n         Article 49. All matters concerning labor management of the Company,\nincluding the establishment of a trade union organization, the conclusion of\nlabor contracts between the Company and the individual workers and staff members\nof the Company, and the recruitment, compensation, bonuses, dismissal, welfare\nbenefits and labor insurance of workers and staff members shall be handled in\naccordance with the applicable laws and regulations of the PRC and the decisions\nof the Board of Directors.\n\n         Article 50. The Company shall allot each month an amount of money equal\nto two percent (2%) of the total amount of the actual wages of the staff and\nworkers of the Company as the funds of the Trade Union, which shall be used by\nthe trade union of the Company in accordance with the Measures on Management of\nTrade Union Funds formulated by the All China Federation of Trade Unions.\n\n                                   Chapter 21\n                                    Taxation\n\n         Article 51. The Company shall pay taxes in accordance with the\nstipulations of the relevant laws and regulations of the PRC.\n\n         Article 52. The Company shall do its best to obtain the benefits of all\nof the tax exemptions, reductions and preferences as provided under the laws and\nregulations of the PRC.\n\n         Article 53. Employees and workers of the Company shall pay individual\nincome tax according to the relevant laws and regulations of the PRC.\n\n                                   Chapter 22\n                       Financing, Accounting and Auditing\n\n\n                                      -21-\n\n\n\n\n\n         Article 54. The Company shall adopt the RMB as its accounting unit. The\nexchange rate of conversion of foreign currency into RMB in the accounts shall\nbe carried out according to relevant accounting rules.\n\n         Article 55. The Company shall adopt accounting principles in accordance\nwith the provisions of applicable Sino-foreign cooperation joint venture\naccounting regulations.\n\n         Article 56. The fiscal year of the Company shall be from January 1 to\nDecember 31 of each year. All vouchers, receipts, and account books used in the\nkeeping of accounts shall be written in Chinese. Upon the reasonable request of\nParty F, the Company may provide English translations of such vouchers, receipts\nand account books necessary for Party F. All financial statements shall be\nwritten in both the Chinese language and the English language.\n\n         Article 57. With respect to the financial auditing of the Company, an\nindependent auditor registered in China shall be retained to do examination and\nverification. The examination and verification report written both in Chinese\nand English shall be submitted to the Board of Directors.\n\n         Article 58. Within ten days after the end of each month, the Company\nshall submit financial statements of the Company for the previous month to the\nParties. Within twenty days after the end of each quarter, the Company shall\nsubmit the financial statements of the Company for the previous quarter to the\nParties. In the first month of each fiscal year the general manager and the\nchief accountant of the Company shall work out and submit balance sheet, cash\nflow statements, profits and losses statements and profit distribution plan\npursuant to the Contract for the previous year to the Board of Directors for\nexamination and approval, and at the same time also to the Parties.\n\n         Article 59. In the event any Party would like to employ its own\nindependent auditor at its own cost to undertake checking and examination of the\nCompany accounts and financial statements, the Company shall provide convenience\nas long as the work of the auditor does not affect the normal operation of the\nCompany.\n\n                                   Chapter 23\n               Liability for Breach of Contract and Force Majeure\n\n         Article 60. If any Party fails to make its capital contributions in the\namounts and at the time as set forth in Article 8 and Article 11 of this\nContract, commencing from the first day of arrears, the breaching Party shall\npay a daily penalty for breach of Contract to the non-breaching Parties which is\nequal to [***] of the contribution in arrears and\nwhich shall be shared by the non-breaching Parties in proportion to their\ncontributions to the registered capital. If a contribution is in arrears for\n3 months, the non-breaching Parties shall have the right to terminate this\nContract or supersede the status of the breaching Party, and make such capital\ncontribution to the Company that should be contributed by the breaching\n\n\n[***] Filed separately with the Commission pursuant to a request for\nconfidential treatment.\n\n                                   -22-\n\n\n\n\n\nParty, and at the same time enjoy the corresponding rights and interests in the\nCompany that should be enjoyed by the breaching Party. Such suppression shall be\napproved by the original examination and approval authority and registered with\nthe administration of industry and commerce. The non-breaching parties may claim\nthe compensation from the breaching Party for the losses resulting from its\nfailure to make its capital contribution according to the law. However, in the\nevent that the Project Documents required by the Project can not be implemented\ndue to heir inexecution, or, the necessary approval required by the Project can\nnot be obtained within 3 months of the establishment of the Company, the Parties\nshall not be liable for any default and damage incurred thereof.\n\n         Article 61. When this Contract or its Appendices cannot be performed or\ncannot be performed completely because of the fault of one of the Parties, the\nCompany and the non-breaching Parties shall send a notice to the breaching Party\nrequiring it to rectify its default within 30 days from receipt of such notice.\nIf within such period rectification has not been made by the breaching Party, it\nshall be considered to constitute a breach of this Contract and the breaching\nParty shall be liable for compensating the Company and the non-breaching Party\nfor the losses suffered. If more than one Party is in default, each breaching\nParty shall, in accordance with the actual circumstances, respectively bear its\nshare of the liability for breaching the Contract.\n\n         Article 62. Failure of a Party to execute its rights or take any\nactions in connection with a breach of this Contract by any other Party shall\nnot be deemed to be a waiver of the rights relating to the breaching Party's\nliabilities or obligations. Any waiver at any time, by a Party, of any of its\nrights with respect to a certain breach of the other Parties or with respect to\nthe other matters resulting from such breach, shall not be considered a waiver\nof any other rights with respect to another subsequent breach or other matters\narising from such breach.\n\n         Article 63. When the performance of this Contract is directly affected\nor this Contract cannot be performed according to the agreed terms because of\nearthquake, typhoon, flood, fire, war and other events of force majeure that are\nunforesseable and of which the occurrence and consequences cannot be prevented\nor avoided the Party that encounters the above-mentioned events of force majeure\nshall immediately inform the other Parties by facsimile, and, within 15 days,\nprovide details of the event, together with a valid certifying document\nevidencing the reasons for which the Contract cannot be performed or cannot be\nperformed in part or for which performance needs to be delayed. Such certifying\ndocument shall be provided by the local notarial office where the force majeure\noccurred. In accordance with the degree of impact of the event on the\nperformance of the Contract, the Parties shall discuss and decide on the\nextension of the term of the Joint Venture, or whether to terminate this\nContract, or whether there is to be full or partial exemption from\nresponsibility for performing the Contract, or whether the performance of the\nContract is to be delayed, provided that the Party that encounters an\nevent of force majeure must use its best efforts to perform its obligations\nunder the Contract and to reduce the loses to the other Parties or to the\nCompany arising from the event of force majeure, before it can be excused\nfrom liability for a breach of contract. If the event of force majeure shall\n\n\n                                      -23-\n\n\n\n\noccur and be continuing for a period of more than 120 days, the Board of\nDirectors at the request of at least tow Directors, shall meet to determine\nfirst whether to extend the term of the Joint Venture, or to terminate this\nContract.\n\n\n                                   Chapter 24\n                       Term and Termination of the Company\n\n         Article 64. The term of the Company shall be 20 years commencing from\nthe date of the issuance of the Business License.\n\n         In the event that the commercial operation of the Project is delayed or\nsuspended for an accumulated period of 6 months due to any Force Majeure event,\nor any events unforeseeable and uncontrollable by the Company, the Parties and\nthe Board of Directors shall unanimously agree to apply for a corresponding\nextension of the term of the Company, and submit application to the original\nexamination and approval authority for approval at least six months before the\nexpiration of the Company's term.\n\n         Article 65. Before the expiration of the term of the Company, upon the\noccurrence of the following events under subsections (a) and (b) below, the\nBoard of Directors shall meet to discuss remedy for the occurred events, if no\nremedy is effective, then with the unanimous approval of the Board of Directors,\nthis Contract may be terminated and the Company may be dissolved. Upon the\noccurrence of the following events under subsections (c), and (d) below, the\nParties agree that the Board of Directors, upon receipt of any Party's notice in\nwriting, shall meet to discuss a remedy for the occurred events, if no remedy is\neffective, then the Board of Directors shall unanimously agree to terminate this\nContract and dissolve the Company. Any of the above early termination case shall\nbe submitted to the original approval authority for approval.\n\n         When any situation described in (e) occurs, the non-breaching Party has\nright to apply by itself to the original examination and approval authority to\nterminate the Contract and dissolve the Company, and also has the right to\nrequest the breaching Party(s) to indemnify any losses incurred to the\nnon-breaching Party and the Company. Any Party in violation of any of the\nProject Documents shall bear relevant responsibility as per the relevant clauses\nof such Project Document.\n\n         (a)      Any situation described in Article 63 of this Contract occurs;\n\n         (b)      The Company is unable to continue its business due to serious\n                  economic losses and such situation has lasted for one year;\n\n         (c)      The Company fails to achieve its business objectives due to\n                  material change of Chinese law and policies pursuant to\n                  Article 17 of this Contract, or due to the revocation,\n                  suspension or termination of the governmental approvals\n                  required by the Project;\n\n\n                                      -24-\n\n\n\n\n\n         (d)      The EPC Contract, Power Purchase Contract, the Coal Supply\n                  Contract, the Operation Contract, Interconnection and Dispatch\n                  Agreement, RMB Loan Agreement or U.S. Dollar Loan Agreement\n                  are terminated or abandoned; or\n\n         (e)      One or several Parties fail to perform their major obligations\n                  under the Contract or Project Documents, and such situation is\n                  not effectively cured within 30 days of its occurrence.\n\n         Article 66. Except for the occurrence of the situation described in\nArticle 65, after the contribution of each Party to the registered capital and\nfinancial closing, prior to the repayment of the principal and interest of loan,\nthe Company shall not be terminated.\n\n                                   Chapter 25\n                           Disposal of Assets in the Dissolution of the Company\n\n         Article 67. Upon the expiration of the term of the Company or upon any\ntermination before such expiration, the Board of Directors shall put forward the\nprinciples and procedures of the liquidation of the Company in accordance with\nthe Articles of Association, and organize the liquidation committee to conduct\nthe matters with respect to the liquidation of the Company. The Board of\nDirectors shall submit its proposal to the relevant governmental competent\nauthority.\n\n         Article 68. The liquidation of the Company shall be conducted under the\nsupervision of the relevant competent governmental authority and the laws of the\nPRC. The assets of the Company shall be disposed and distributed according to\nthe stipulated procedures and principles of the liquidation.\n\n         Article 69. According to relevant laws and regulations of China, in the\nevent of liquidation upon or prior to the expiration of the Company, the\nCompany, after having paid the liquidation expenses, shall repay its debt in the\nfollowing order:\n\n         (a)      the salaries of employees and labor insurance cost\n\n         (b)      the Company's taxes in arrears\n\n         (c)      the Company's debt\n\nIn case the proceeds form the liquidated assets are insufficient to repay in\nsequence the debt in the same category, the proceeds shall then be distributed\non pro rata basis within such category.\n\n         Article 70. In the event of liquidation upon the expiration of the term\nof the Company, after the debt is paid in the stipulated order under Article 69,\nParty F shall agree to transfer all of its rights and interests in the Company\nto the five Chinese parties for free, withdraw from the Company, refrain from\ninvolving in distribution of assets conducted by the Company thereafter. The\nfive Chinese parties have the right \n\n                                      -25-\n\n\n\n\n\nto continue or terminate the business of the Company with the remaining assets\nbeing distributed among the five Chinese parties in proportion to their capital\ncontributions.\n\n         Article 71. In the event of termination prior to the expiration of the\nterm of the Company due to the occurrence of the situation described in Article\n63, liquidation of the Company shall be conducted. After the debt is paid in the\norder stipulated in Article 69, the remaining assets shall be distributed among\nall the Parties first to ensure each Party has achieved same financial internal\nreturn rate, and then be distributed among all the Parties in proportion to\ntheir contribution of registered capital.\n\n         Article 72. Except for any situation described under Article 63, in the\nevent of liquidation prior to the expiration of the term of the Company, after\nthe debt is paid according to the stipulated order under Article 69, and the\nCompany has made up for the full amount of Party F's Reasonable Profit to be\ncalculated as of the date of early termination with the remaining assets. Party\nF shall agree to transfer all its rights and interests in the Company to the\nfive Chinese parties for free. Thereafter, Party F shall withdraw from the\nCompany and refrain from involving in the distribution of assets conducted by\nthe Company. The five Chinese parties have the right to continue or to terminate\nthe business of the Company with the remaining assets being distributed among\nthe Chinese parties in proportion to their capital contributions.\n\n         In the event of termination prior to the expiration of the term of the\nCompany due to the breach of Contract by one or several Parties, the\nstipulations in Article 60, Article 61, and Article 62 shall be applied.\nThereafter, the Company shall conduct the liquidation according to the laws and\nprovisions of the Contract.\n\n         Article 73. During the period of liquidation, the liquidation committee\nshall sue and defend on behalf of the Company. After the liquidation of the\nCompany is completed, the liquidation report shall be formulated by the\nliquidation committee and submitted to the Board of Directors for approval and\nreported to the relevant Chinese competent governmental authority.\n\n                                   Chapter 26\n                                    Insurance\n\n         Article 74. The insurance policies that the Company purchases on\nvarious kinds of risks shall be purchased from Chinese insurance companies or\ninsurance companies allowed by Chinese law based on commercially reasonable\nprinciples. The types of insurance, amount of insurance, and term shall be\ndiscussed and decided by the Board of Directors.\n\n                                   Chapter 27\n                    Applicable Law and Settlement of Disputes\n\n         Article 75. The execution, validity, interpretation, performance and\nsettlement of disputes under this Contract shall all be governed by the laws of\nChina.\n\n\n                                      -26-\n\n\n\n\n         Article 76. With respect to any dispute arising out of the performance\nof this Contract, the Parties through the Board of Directors shall use their\ngood faith best efforts to settle such dispute through friendly consultation.\n\n         Article 77. If a dispute cannot be resolved through consultation, upon\nagreement of the Parties, the dispute may be submitted to a mixed conciliation\ncommittee for conciliation at a location and in a manner to be agreed by the\nParties. The conciliation committee shall be composed of one member of the\nAmerican Arbitration Association and one member of the China International\nEconomic Trade Arbitration Commission. The responsibility of the conciliation\ncommittee shall be to seek a solution to the dispute. Within one month of the\nsubmission of the dispute to it, the conciliation committee shall put forward a\nconciliation plan for the Parties. If any of the Parties does not accept the\nconciliation plan, then the dispute shall be submitted to arbitration according\nto the provisions of this Chapter.\n\n         Article 78. Arbitration shall be conducted at the Singapore\nInternational Arbitration Center according to the UNICITRAL Rule by an\narbitration tribunal composed of three (3) arbitrators. The award of such\narbitration shall be the final and binding to the Parties.\n\n         Article 79. In the course of the arbitration, this Contract shall\ncontinue to be executed except for the parts in dispute and being arbitrated.\n\n                                   Chapter 28\n                               Language and Copies\n\n         Article 80. The Chinese version and the English version of this\nContract shall be equally authentic.\n\n             Article 81. This Contract is executed in ten original copies both\nin Chinese and English, and each Party shall retain one copy of each such\nversion, one copy of such version will be submitted to the authority in charge\nof the examination and approval of the contract, one copy of such version will\nbe submitted to the department responsible for industry and commerce, and two\ncopies of such version will be submitted to the Company for its records. The\ncopies may be separately sent to the relevant PRC departments.\n\n                                   Chapter 29\n                                     Notices\n\n         Article 82. Notices or other communication required to be given\npursuant to this Contract shall be written in Chinese and English, and delivered\npersonally or sent in letter form, telex or facsimile to the legal address of\nsuch Party as follows:\n\n\n                                      -27-\n\n\n\n\nParty A:\n\nNorth China Electric Power Group Corporation\nLegal address:    32  Zao Lin Qian Street,\n                  Xuan Wu District,\n                  Beijing, People's Republic of China\nTel:              (010)    63543377\nFax:              (010)    63543377 - 2296\n\n\nParty B:\n\nJiangsu Province Investment Corporation\nLegal address:    No.5 Shanghai Road\n                  Nanjing, Jiangsu Province\n                  People's Republic of China\nTel:              (025)    6651624\nFax:              (025)    6611119\n\n\nParty C:\n\nShanxi Energy Enterprise (Group) Company\nLegal address:    Building 10 Guo Shi Street\n                  Taiyuan, Shanxi Province\n                  People's Republic of China\nTel:              (0351)   3090208\nFax:              (0351)   3090206\n\n\nParty D:\n\nShanxi Provincial Power Company\nLegal address:    12 Nan Xiao Qiang\n                  Taiyuan, Shanxi Province\n                  People's Republic of China\nTel:              (0351)   2023511\nFax:              (0351)   4012296\n\n\nParty E:\n\nJiangsu Provincial Power Company\nLegal address:    20 Beijing West Road\n                  Nanjing, Jiangsu Province\n                  People's Republic of China\n\n\n                                      -28-\n\n\n\n\nTel:              (025)    6637312\nFax:              (025)    3307576\n\n\nParty F:\n\nAES China Generating Co. Ltd.\nLegal address:    9\/F., Allied Capital Resources Bldg.,\n                  32-38 Ice House Street,\n                  Central, Hong Kong\nTel:              (852)    28425111\nFax:              (852)    25301673\n\n                                   Chapter 30\n                         Effectiveness and Miscellaneous\n\n         Article 83. This Contract shall supersede all prior agreements,\nunderstandings, covenants and representations of the Parties with respect to the\nsubject matter hereof.\n\n         Article 84. Nothing in this Contract is intended to confer upon any\nParty the rights or authority to individually bind the Company or other Parties,\nexpressly or implicitly, to any agreement, obligation or commitment.\n\n         Article 85. This Contract, after formal execution by duly authorized\nrepresentatives of each Party, shall come into effect at the date of the\napproval of MOFTEC.\n\n         Article 86. Any amendment to this Contract shall be subject to\nunanimous agreement of the Parties and shall come into effect upon approval of\nMOFTEC.\n\n         Article 87. This Contract is executed by duly authorized\nrepresentatives of each Party in Beijing, China in August 1996.\n\n\n                                      -29-\n\n\n\n\nNorth China Electric Power Group Corporation as Party A\n\nBy:____________________________________________\nTitle:\n\n\n\nJiangsu Province Investment Corporation as Party B\n\nBy:____________________________________________\nTitle:\n\n\n\nShanxi Energy Enterprises (Group) Company as Party C\n\nBy:____________________________________________\nTitle:\n\n\n\nJiangsu Provincial Power Company as Party E\n\nBy:____________________________________________\nTitle:\n\n\n\nAES China Generating Company, Ltd. as Party F\n\nBy:____________________________________________\nTitle:\n\n\n                                      -30-\n\n\n\n\n                                TABLE OF CONTENTS\n\n                                                                 PAGE\n\n\nCHAPTER 1\n\n\nGENERAL PRINCIPLES.................................................2\n\n\nCHAPTER 2\n\n\nDEFINITIONS........................................................2\n\n\nCHAPTER 3\n\n\nPARTIES TO THE JOINT VENTURE.......................................4\n\n\nCHAPTER 4\n\n\nESTABLISHMENT OF THE COMPANY.......................................4\n\n\nCHAPTER 5\n\n\nBUSINESS PURPOSE AND SCOPE.........................................5\n\n\nCHAPTER 6\n\n\nTOTAL INVESTMENT AND REGISTERED CAPITAL............................5\n\n\nCHAPTER 7\n\n\nFINANCING AND COOPERATION CONDITION................................6\n\n\nCHAPTER 8\n\n\nFAVORABLE TREATMENT TO THE COMPANY.................................7\n\n\nCHAPTER 9\n\n\nASSIGNMENT OF RIGHT AND INTEREST IN REGISTERED CAPITAL.............7\n\n\nCHAPTER 10\n\n\nRESPONSIBILITIES OF THE PARTIES....................................8\n\n\nCHAPTER 11\n\n\nBOARD OF DIRECTORS................................................13\n\n\nCHAPTER 12\n\n\nOPERATION AND MANAGEMENT ORGANIZATION.............................15\n\n\n                                   -31-\n\n\n\n\nCHAPTER 13\n\n\nPROFITS, DISTRIBUTION, RISKS AND LOSSES SHARING...................16\n\n\nCHAPTER 14.\n\n\nCONSTRUCTION OF THE PROJECT.......................................17\n\n\nCHAPTER 15\n\n\nOPERATION AND MANAGEMENT OF THE POWER PLANT.......................18\n\n\nCHAPTER 16\n\n\nFUEL..............................................................19\n\n\nCHAPTER 17\n\n\nPROCUREMENT OF EQUIPMENT..........................................19\n\n\nCHAPTER 18\n\n\nSALE OF ELECTRICITY...............................................19\n\n\nCHAPTER 19\n\n\nPROJECT DEVELOPMENT COSTS.........................................20\n\n\nCHAPTER 20\n\n\nLABOR MANAGEMENT..................................................21\n\n\nCHAPTER 21\n\n\nTAXATION..........................................................21\n\n\nCHAPTER 22\n\n\nFINANCING, ACCOUNTING AND AUDITING................................21\n\n\nCHAPTER 23\n\n\nLIABILITY FOR BREACH OF CONTRACT AND FORCE MAJEURE................22\n\n\nCHAPTER 24\n\n\nTERM AND TERMINATION OF THE COMPANY...............................24\n\n\nCHAPTER 25\n\n\nDISPOSAL OF ASSETS IN THE DISSOLUTION OF THE COMPANY..............25\n\n\n                                   -32-\n\n\n\n\nCHAPTER 26\n\n\nINSURANCE.........................................................26\n\n\nCHAPTER 27\n\n\nAPPLICABLE LAW AND SETTLEMENT OF DISPUTES.........................26\n\n\nCHAPTER 28\n\n\nLANGUAGE AND COPIES...............................................27\n\n\nCHAPTER 29\n\n\nNOTICES...........................................................27\n\n                                   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