Common use of Handover Clause in Contracts

Handover. 17.1 Upon the date on which this Contract is approved by the Examination and Approval Authority, the Transferors and the Transferee shall organize a team responsible for the Hydropower Project handover and take joint and active actions to conduct the handover of the Object Company, the Hydropower Project and the Object Equity Interest, including but is not limited to handing over the production, operation and management, accounting and finance, assets checking and accounting, file documents, certificates and licenses, seals and project construction to the Transferee. 17.2 The Transferor shall assure that the assets of the Object Company and all rights and interests handed over to the Transferee shall not have any loss or damage compared with Appendix 6 and the audit by the Transferee listed in Appendix 2. The Transferors shall make a comprehensive and complete handover to the Transferees pursuant to the audit and completion of such handover is confirmed by the Transferees. 17.3 The handover shall include but is not limited to: (1) The business seals, special financial seals and special contract seals, [to list all] of the Object Company shall be handed over to the Transferee; (2) The Transferors and the Transferee shall check and count the assets of Object Company, compile the assets inventory and perform the handover with confirmation via signatures of the jobsite representatives of the Transferors and Transferee. The assets loss ascertained through the assets check and count procedure shall be compensated by the Transferors at the replacement value for such missing assets; (3) All original engineering drawings, contracts, agreements (including but not limited to project contracts, equipment contracts, installation contracts and material contracts) and any other file documents of the Hydropower Project shall be handed over to the Transferee; (4) The financial books and the accounting files shall be handed over to the Transferee; (5) The Transferors shall make technical disclosure to the Transferee about the companies responsible for the construction of the Hydropower Projects, equipment supply (manufacturer), design, supervision, quality inspection, output line and otherwise; and (6) Handover of all materials and files of the Object Company; (7) Other handover procedures as may be reasonably required by the Transferee. 17.4 The handover specified in Article 17.3 (1) of this Contract shall be completed on the Delivery Date. All other handovers shall be completed within seven (7) days of the Delivery Date. The completion of the handover shall be certified and confirmed by the representatives of the parties in writing. 17.5 The Transferors shall assure in the course of the handover, the construction and production of the power station is continuous, steady and secure. 17.6 The Transferors shall give their full cooperation and complete the handover relating to the Equity Interest Transfer. If the Transferors do not give cooperation and incur Damages to the Transferee or to the Object Company after the Equity Interest Transfer is completed, the Transferors shall bear the liability of compensation pursuant to the relevant laws. 17.7 The Transferors agree that the Hydropower Projects and related equipment and facilities of the Object Company have no quantitative and qualitative problems inconsistent with the evaluation report. If any quantitative and qualitative problems with the hydropower projects and equipment incur any losses to the Transferee, the Transferee is entitled to deduct corresponding sum from the fund payable or seek compensation from the Transferors.

Handover. 17.1 Upon the date on which this Contract is approved by the Examination and Approval Authority, the Transferors and the Transferee shall organize a team responsible for the Hydropower Project handover and take joint and active actions to conduct the handover of the Object Company, the Hydropower Project and the Object Equity Interest, including but is not limited to handing over the production, operation and management, accounting and finance, assets checking and accounting, file documents, certificates and licenses, seals seal s and project construction to the Transferee. 17.2 The Transferor shall assure that the assets of the Object Company and all rights and interests Hydropower Project to be handed over to the Transferee shall not have any loss or damage compared with the result of the due diligence listed in Appendix 6 5 and the audit by the Transferee listed in Appendix 21. The Transferors shall make a comprehensive and complete handover to the Transferees pursuant to the audit and completion of such handover is confirmed by the Transferees. 17.3 The handover shall include but is not limited to: (1) The business seals, special financial seals and special contract seals, [to list all] of the Object Company shall be handed over to the Transferee; (2) The Transferors and the Transferee shall check and count the assets of Object Company, compile the assets inventory and perform the handover with confirmation via signatures of the jobsite representatives of the Transferors and Transferee. The assets loss ascertained through the assets check and count procedure shall be compensated by the Transferors at the replacement assessed value for such missing assets; (3) All original engineering drawings, contracts, agreements (including but not limited to project contracts, equipment contracts, installation contracts and material contracts) and any other file documents of the Hydropower Project shall be handed over to the Transferee; (4) The financial books and the accounting files shall be handed over to the Transferee; (5) The Transferors shall make technical disclosure to the Transferee about the companies responsible for the construction of the Hydropower Projects, equipment supply (manufacturer), design, supervision, quality inspection, output line and otherwise; and (6) Handover of all other materials and files of the Object Company; (7) Other handover procedures as may be reasonably required by the Transferee., 17.4 The handover specified in Article 17.3 (1) of this Contract shall be completed on the Delivery Date. All other handovers shall be completed within seven (7) days of the Delivery Date. The completion of the handover shall be certified First Installment and confirmed by the signatures of respective representatives of the parties in writingparties. 17.5 The Transferors shall assure in the course of the handover, the construction and production of the power station is continuous, steady and secure. 17.6 The Transferors shall give their full cooperation and complete the handover relating to the Equity Interest Transferhandover. If the Transferors do not give cooperation and incur Damages to the Transferee or to the Object Company after the Equity Interest Transfer is completed, the Transferors shall bear the liability of for compensation pursuant to the relevant laws. 17.7 The Transferors agree that the Hydropower Projects Project and related equipment and facilities of the Object Company have no quantitative and qualitative problems inconsistent with the evaluation report. If any quantitative and qualitative problems with the hydropower projects and equipment incur any losses to the Transferee, the Transferee is entitled to deduct corresponding sum from pursue the fund payable or seek compensation from Transferors for compensation. Article 18 The Original Bank Loans of the TransferorsObject Company as of the Base Date which have been disclosed by the Transferors to the Transferee, shall be assumed by the Object Company after the Equity Interest Transfer is completed.

Handover. 17.1 Upon payment of the date on which this Contract is approved by the Examination and Approval AuthorityFirst Installment, the Transferors and the Transferee shall organize a team responsible for the Hydropower Project handover and take joint and active actions to conduct the handover of the Object Company, the Hydropower Project and the Object Equity Interest, including but is not limited to handing over the production, operation and management, accounting and finance, assets checking and accounting, file documents, certificates and licenses, seals and project construction to the Transferee. 17.2 The Transferor shall assure that the assets of the Object Company and all rights and interests handed over to the Transferee shall not have any loss or damage compared with the result of Appendix 6 7 and the audit by the Transferee listed in Appendix 2. The Transferors shall make a comprehensive and complete handover to the Transferees pursuant to the audit and completion aforesaid result of such handover is confirmed by the Transferees. 17.3 The handover shall include but is not limited to: (1) The business seals, special financial seals and special contract seals, [to list all] of the Object Company shall be handed over to the Transferee; (2) The Transferors and the Transferee shall check and count the assets of Object Company, compile the assets inventory and perform the handover with confirmation via signatures of the jobsite representatives of the Transferors and Transferee. The assets loss ascertained through the assets check and count procedure shall be compensated by the Transferors at the replacement value for such missing assets; (3) All original engineering drawings, contracts, agreements (including but not limited to project contracts, equipment contracts, installation contracts and material contracts) and any other file documents of the Hydropower Project shall be handed over to the Transferee; (4) The financial books and the accounting files shall be handed over to the Transferee; (5) The Transferors shall make technical disclosure to the Transferee about the companies responsible for the construction of the Hydropower Projects, equipment supply (manufacturer), design, supervision, quality inspection, output line and otherwise; and (6) Handover of all materials and files of the Object Company; (7) Other handover procedures as may be reasonably required by the Transferee. 17.4 The handover specified in Article 17.3 (1) of this Contract shall be completed on the Delivery Date. All other handovers shall be completed within seven (7) days of upon the Delivery DateFirst Installment. The completion of the handover shall be certified and confirmed by the representatives of the parties in writing. 17.5 The Transferors shall assure in the course of the handover, the construction and production of the power station is continuous, steady and secure. 17.6 The Transferors shall give their full cooperation and complete the handover relating to the Equity Interest Transfer. If the Transferors do not give cooperation and incur Damages to the Transferee or to the Object Company after the Equity Interest Transfer is completed, the Transferors shall bear the liability of compensation pursuant to the relevant laws. 17.7 The Transferors agree that the Hydropower Projects and related equipment and facilities of the Object Company have no quantitative and qualitative problems inconsistent with the evaluation reportreport of Appendix 6. If any quantitative and qualitative problems with the hydropower projects and equipment incur any losses to the Transferee, the Transferee is entitled to deduct corresponding sum from the fund payable or seek compensation from the Transferors.. Article 18 The credits and the debts of the Object Company listed in Appendix 6 to this Contract (hereinafter referred to as the “Credits and Debts”) shall be assumed by the Object Company after the Equity Interest Transfer is completed:

Handover. 17.1 Upon 15.1 According to the date on which this Contract is approved original agreement of the Parties, the Transferors will enable the Object Company (by corporate governing procedure) to transfer to a third party one office building (including non-production-purpose office equipment) located in the Examination urban area of Sanming city, one piece of commercial-use land, seven sets of houses and Approval Authority, other related assets (“advance-disposal assets”) owned by it. The proceeds from the transfer shall go to the Transferors and the Transferee related taxes shall organize a team responsible for be borne by the Hydropower Project handover Transferors. If the transfer is achieved after the delivery date, Party A shall pay the Transferors the related payments within 3 days upon receiving it. At the same time, the Transferors shall provide active cooperation in performing the transfer procedure and take joint handling the financial matters. 15.2 The 50 mu land (land number: M05-03-01) under the Banzhu hydropower station project located at the lower reach of the right bank of the plant area is vacant. Party A shall confirm within 3 months after executing the Contract whether or not it will continue to hold the land. If Party A decides within the said time period not to continue to hold the land, the Transferors agree to cooperate with the Object Company to return the land use right to the land allocation authority. All the compensation payment by the government shall belong to the Object Company. 15.3 The Transferors promise that, after the Contract is executed, except the advance-disposed assets agreed by Article 16.1 and active actions to conduct the handover land use right agreed by Article 16.2, all other assets or any documents (including electronic data and written materials) of the Object Company, shall be kept in full and safe condition, and shall be checked and counted or handed over to Party A. 15.4 Upon the Hydropower Project closing date of the Contract, Transferors and Party A shall form a check team and work together to do the Object Equity Interest, including but is not limited check and handover work relating to handing over the production, operation and management, accounting and finance, assets checking and accounting, file documents, certificates and licenses, seals and project construction to the Transferee. 17.2 The Transferor shall assure that the assets of the Object Company and all rights and interests handed over to the Transferee shall not have any loss or damage compared with Appendix 6 and the audit by the Transferee listed in Appendix 2. The Transferors shall make a comprehensive and complete handover to the Transferees pursuant to the audit and completion of such handover is confirmed by the TransfereesBanzhu hydropower station. 17.3 15.5 The check and handover work shall include but is not limited to: (1) The business All the official seals, special financial seals and special contract seals, [to list all] seals and other seals of the Object Company; (2) All certificates and licenses of the Object Company shall be handed over (including but not limited to the Transfereebusiness licenses, organization code certificates, power service permit, water intake permit and tax registration certificate); (23) The Transferors and the Transferee shall check and count verify the assets of the Object Company, Company and compile the assets inventory and perform the handover with confirmation via signatures of the jobsite Object Company. After the representatives of the Transferors and Transferee. The assets loss ascertained through both parties confirm the assets check and count procedure shall be compensated inventory by signatures, the Transferors at the replacement value for such missing assets; (3) All original engineering drawings, contracts, agreements (including but not limited to project contracts, equipment contracts, installation contracts and material contracts) and any other file documents of the Hydropower Project assets shall be handed over to the TransfereeParty A; (4) The financial books and the accounting files shall be handed over to the Transfereerecords; (5) All documents on the archives of Banzhu hydropower station (including but not limited to the project proposal, feasibility study report, preliminary design report, engineering drawings, equipment drawings, contracts of the project, equipment and installation, all competent authorities’ replies, permits, records or acceptance documents relating to Banzhu hydropower station contracts) (except the personnel archives of employees); (6) When the check and handover is performed, the Transferors guarantee that the assets under Banzhu hydropower station will not have abnormal reduction compared with the hydropower station related assets stated in the List of the Fixed Assets of Sanming Zhongyin Banzhu Hydropower Station Co., Ltd (February of 2008) supplied by the Transferors when receiving the due diligence investigation by Party A. The Transferors shall make technical disclosure to full and complete handover as per the Transferee about said list and the companies responsible for the construction of the Hydropower Projects, equipment supply (manufacturer), design, supervision, quality inspection, output line and otherwise; and (6) Handover of all materials and files of the Object Company; (7) Other handover procedures as may be reasonably required by the Transferee. 17.4 The handover specified in Article 17.3 (1) of this Contract shall be completed on the Delivery Date. All other handovers shall be completed within seven (7) days of the Delivery Date. The completion of the handover shall be certified confirmed by the Transferors and Party A; (7) The Transferors shall complete the technical disclosure to Party A in respect of the engineering design, the constructing parties, the equipment manufacturing parties, the equipment installing parties, the project supervising parties, the quality inspecting parties or repairing parties, the contract parties of the output line project, the power grid companies, and all other details and parties relating to the construction, maintenance and operation of Banzhu hydropower station; (8) Other check and handover procedures reasonably required by Party A. 15.6 The check and handover work shall be completed within seven days after the Contract is effective. The completion of the check and handover work shall be confirmed by the representatives of the both parties in writing. 17.5 The Transferors 15.7 Party B shall assure make sure that in the course of the handover, the construction and production of the power Banzhu hydropower station is in continuous, steady and securesafe operation. 17.6 15.8 The Transferors shall give their provide full cooperation in completing the check and complete the handover relating to the Equity Interest Transferwork. If the Transferors do not give cooperation and incur Damages to the Transferee Party A or to the Object Company after suffers any damage due to the Equity Interest Transfer is completedTransferors’ non-cooperation, the Transferors shall bear the liability of compensation pursuant to the relevant lawsliability. 17.7 The Transferors agree that the Hydropower Projects and related equipment and facilities of the Object Company have no quantitative and qualitative problems inconsistent with the evaluation report. If any quantitative and qualitative problems with the hydropower projects and equipment incur any losses to the Transferee, the Transferee is entitled to deduct corresponding sum from the fund payable or seek compensation from the Transferors.