Common use of Rights and Obligations of the Transferors Clause in Contracts

Rights and Obligations of the Transferors. 22.1 When this Contract is signed, the Transferors shall present to the Transferee the valid legal documents and the internal approval and authorization documents specified in Article 32.1 of this Contract that evidence the establishment of the Object Company and that the Transferors legally hold the Object Equity Interest. 22.2 Upon execution of the Contract, the Transferors shall not draw or receive dividends of the Object Company or any other rights and interests of the Object Company Equity Interest and shall not commit any act which damages and deceases or may damage and decrease the Object Company’s assets, rights and interests and the shareholders’ rights and interests. 22.3 Upon execution of this Contract, the Transferors shall not exercise any rights over the Object Equity Interest, such as actions to establish a mortgage, pledge, transfer and trusteeship over the Object Equity Interest which may influence the actual fulfillment of the Contract and the Transferee’s procurement of the Object Equity Interest as provided in this Contract. 22.4 Upon execution of the Contract, the Transferors agree that they and the Object Company shall manage the Object Company normally with due care of a good faith managing party, which shall include but not limited to (i) no change to the constitutional documents of the Object Company; (ii) no change to the accounting policies of the Object Company after the execution of the Contract; and when they dispose of the assets, credits and debts and all other rights and obligations of the Object Company in the normal course of business, they shall give advance notice to the Transferee and procure approval from the Transferee, otherwise all consequences arising from such disposal actions shall be borne solely by the Transferors themselves. 22.5 The Transferors shall actively assist the Transferee to handle all approval procedures of the Equity Interest Transfer and provide all necessary cooperation. 22.6 The Transferors shall actively assist the Transferee to handle the registration procedures related to the Equity Interest Transfer and agree that they and the Object Company shall provide all necessary cooperation. 22.7 The Transferors shall pursuant to the provisions under this Contract conduct the handover of the Object Company and the Object Equity Interest and the Transferors agree that the assets, lights and interests of the Object Company handed over to the Transferee shall not have any loss or damage compared with the assets, rights and interests confirmed by audit and assessment on the Base Date. 22.8 The Transferors shall procure continuity of the original bank loans of the Object Company listed in the Appendix 4 to this Contract as follows: 22.8.1 Prior to the date of the Equity Interest Transfer, for matters concerning the validity of the Original Bank Loan contracts of the Object Company, the amount of the loans, the terms of the loans, the deadline of repayment and the terms of extension of the loans, the Transferors shall not commit any act adverse to the interest of the Object Company after the Equity Interest Transfer is completed. 22.8.2 The Transferors agree that, the finance amount, loan terms, repayment time period, extension terms and all other conditions promised to the Object Company by the lending banks of the Original Bank Loans prior to the Base Date of the Equity Interest Transfer, shall not have any change adverse to the Object Company prior to the date of the Equity Interest Transfer and Delivery Date. 22.8.3 The Transferors and the Transferee shall make joint efforts to coordinate with the related lending banks on succession of the Original Bank Loans of the Object Company. Procurement of the said consent and confirmation from the lending banks is a precondition for the Transferee to remit the Purchase Price pursuant to Article 7.2 to the Provisional Foreign Capital Account of this Contract. 22.8.4 In accordance with the provisions of Articles 22.8.2 and 22.8.3 of this Contract, the Transferors shall provide-relevant guarantees on the Original Bank Loans to the satisfaction of the lending banks after the Equity Interest Transfer, and the Transferors shall procure consent and confirmation from the lending banks that the relevant loans and loan rights shall remain available to the Object Company after the-Equity Interest Transfer is completed. 22.9 The Transferors shall procure that the guarantees of the Original Bank Loans of the Object Company shall continue to be fulfilled by the original guarantor after the Equity Interest Transfer is completed. Upon execution of this Contract, the Transferors shall provide the letter of commitment issued by the original guarantor of the Original Bank Loans of the Object Company that the said guarantor will continue to fulfill the guarantees pursuant to the original terms and conditions. Such letter of commitment is attached to this Contract as Appendix 8. 22.10 If the original guarantor of the Bank Loans of the Object Company or the Transferors comply with this Contract and provide the guarantees of the Bank Loans of the Object Company upon completion of the Equity Transfer, the Transferee shall pay the guarantee cost pursuant to the following terms to the original guarantor or the Transferors: seventy-five percent (75%) of the prevailing guarantee fee rate of the market (i.e., 3% of the guarantee amount per year), that is, 2.25% of the guarantee amount per year prior to the payment to the Transferors of the performance deposit as specified in Article 8.3; if such payment has been made to the Transferors, the Transferee shall pay the guarantee cost at fifty percent (50%) of the prevailing guarantee fee rate of the market (i.e. 3% of the guarantee amount per year), that is, 1.5% of the guarantee amount per year. Other items may be negotiated and specified by both parties separately.

Rights and Obligations of the Transferors. 22.1 When this Contract is signed, the Transferors shall present to the Transferee the valid legal documents and the internal approval and authorization documents specified in Article 32.1 of this Contract that evidence the establishment of the Object Company and that the Transferors legally hold the Object Equity Interest. 22.2 Upon execution of the Contract, the Transferors shall not draw or receive dividends of the Object Company or any other rights and interests of the Object Company Equity Interest and shall not commit any act which damages and deceases or may damage and decrease the Object CompanyCompany Hydropower Project’s assets, rights and interests and the shareholders’ rights and interests. 22.3 Upon execution of this Contract, the Transferors shall not exercise any rights over the Object Equity Interest, such as any actions to establish a mortgage, pledge, transfer and trusteeship over the Object Equity Interest which may influence the actual fulfillment of the Contract and the Transferee’s procurement of the Object Equity Interest as provided in this Contract. 22.4 Upon execution of the Contract, the Transferors agree that they and the Object Company shall manage the Object Company normally with due care of a good faith managing party, which shall include but not limited to (i) no change to the constitutional documents of the Object Company; (ii) no change to the accounting policies of the Object Company after the execution of the Contract; and when they dispose of the assets, credits and debts and all other rights and obligations of the Object Company in the normal course of business, they shall give advance notice to the Transferee and procure approval from the Transferee, otherwise all consequences arising from such disposal actions shall be borne solely by the Transferors themselves. 22.5 The Transferors shall actively assist the Transferee to handle all approval procedures of the Equity Interest Transfer and provide all necessary cooperation. 22.6 The Transferors shall actively assist the Transferee to handle the registration procedures related to the Equity Interest Transfer and agree that they and the Object Company shall provide all necessary cooperation. 22.7 The Transferors shall pursuant to the provisions under this Contract conduct the handover procedures for the change of the Object Company and the Object Equity Interest and the Transferors agree that the assets, lights and interests assets of the Object Company Company’s Hydropower Project handed over to the Transferee shall not have any loss or damage compared with the assets, rights and interests assets of Hydropower Project confirmed by audit and assessment due diligence on the Base Date. 22.8 The Transferors shall procure continuity of the original bank loans of the Object Company listed in the Appendix 4 to this Contract as follows: 22.8.1 Prior to the date of the Equity Interest Transfer, for matters concerning the validity of the Original Bank Loan contracts of the Object Company, the amount of the loans, the terms of the loans, the deadline of repayment and the terms of extension of the loans, the Transferors shall not commit any act adverse to the interest of the Object Company after the Equity Interest Transfer is completed. 22.8.2 The Transferors agree that, the finance amount, loan terms, repayment time period, extension terms and all other conditions promised to the Object Company by the lending banks of the Original Bank Loans prior to the Base Date of the Equity Interest Transfer, shall not have any change adverse to the Object Company prior to the date of the Equity Interest Transfer and Delivery Date. 22.8.3 The Transferors and the Transferee shall make joint efforts to coordinate with the related lending banks on succession of the Original Bank Loans of the Object Company. Procurement of the said consent and confirmation from the lending banks is a precondition for the Transferee to remit the Purchase Price pursuant to Article 7.2 to the Provisional Foreign Capital Account of this Contract. 22.8.4 In accordance with the provisions of Articles 22.8.2 and 22.8.3 22.9 of this Contract, the Transferors shall provide-provide relevant guarantees on the Original Bank Loans to the satisfaction of the lending banks after the Equity Interest Transfer, and the . 22.8.5 The Transferors shall procure consent obtain from all lending banks a waiver of them recovering all or part of the Original Bank Loans before they are due and confirmation from payable in respect of matters concerning the Object Company’s assets mortgaged to the lending banks that bank, contracted operations, the relevant loans and loan rights shall remain available to the Object Company after the-Equity Interest Transfer is completedthat may enable such lending banks to commit the said act. 22.9 The Transferors shall procure that the guarantees of the Original Bank Loans of the Object Company shall continue to be fulfilled by the original guarantor after the Equity Interest Transfer is completed. Upon execution of this Contract, the Transferors shall provide the letter of commitment issued by the original guarantor of the Original Bank Loans of the Object Company that the said guarantor will continue to fulfill the guarantees pursuant to the original terms and conditions. Such letter of commitment is attached to this Contract as Appendix 8. 22.10 If the original guarantor of the Original Bank Loans of the Object Company or the Transferors comply with Articles 21.8.4 and 21.9 of this Contract and provide the guarantees of the Original Bank Loans of the Object Company upon completion of the Equity TransferCompany, the Transferee shall pay the guarantee cost pursuant to the following terms to the original guarantor or the Transferors: seventy-five prior to the payment of performance deposit specified in Article 8.3, the Transferee shall pay 75% of the market guarantee cost (3% of the performance deposit per year); subsequent to the payment of performance deposit specified in Article 8.3, the Transferee shall pay fifty percent (7550%) of the prevailing guarantee fee rate of the market (i.e., 3% of the guarantee amount per year), that is, 2.251.5% of the guarantee amount per year prior to as a security fee, and the payment to the Transferors of the performance deposit as specified in Article 8.3; if such payment has been made to Transferee should accordingly provide a proportional counter guarantee with equity or assets acknowledged by the Transferors, the Transferee shall pay the guarantee cost at fifty percent (50%) of the prevailing guarantee fee rate of the market (i.e. 3% of the guarantee amount per year), that is, 1.5% of the guarantee amount per year. Other items may be negotiated and specified by both parties separately. 22.11 The Transferors shall, prior to the date March 31, 2008, complete the legal “completion and acceptance” process for the Yingchuan Hydropower Station Project and bear the expenses for such completion and acceptance as well as renovation. 22.12 The Transferors shall ensure that the Object Company has obtained the power business license for the legal operation of the Hydropower Project prior to March 31, 2008. 22.13 The Transferors shall be responsible for and ensure that the Object Company has obtained the water procurement license with regard to Yingchuan Hydropower Station Project. 22.14 The Transferors shall give timely written notice to the Transferee when they come into knowledge of any acts, events or conditions which may make the Contract impossible to be partly or completely fulfilled. 22.15 The Transferors shall be entitled to receive and accept the Purchase Price pursuant to the provisions of this Contract. 22.16 The Transferors shall be jointly and severally liable for the obligations, representations, statements and warranties of each Transferor under this Contract.

Rights and Obligations of the Transferors. 22.1 When this Contract is signed, the Transferors shall present to the Transferee the valid legal documents and the internal approval and authorization documents specified in Article 32.1 of this Contract that evidence the establishment of the Object Company and that the Transferors legally hold the Object Equity Interest. 22.2 Upon execution of the Contract, the Transferors shall not draw or receive dividends of the Object Company or any other rights and interests of the Object Company Equity Interest and shall not commit any act which damages and deceases or may damage and decrease the Object Company’s assets, rights and interests and the shareholders’ rights and interests. 22.3 Upon execution of this Contract, the Transferors shall not exercise any rights over the Object Equity Interest, such as for example, any actions to establish a mortgage, pledge, transfer and trusteeship over the Object Equity Interest which may influence the actual fulfillment of the Contract and the Transferee’s procurement of the Object Equity Interest as provided in this Contract. 22.4 Upon execution of the Contract, the Transferors agree that they and the Object Company shall manage the Object Company normally with due care of a good faith managing party, which shall include but not limited to (i) no change to the constitutional documents of the Object Company; (ii) no change to the accounting policies of the Object Company after the execution of the Contract; and when they dispose of the assets, credits and debts and all other rights and obligations of the Object Company in the normal course of business, they shall give advance notice to the Transferee and procure approval from the Transferee, otherwise all consequences arising from such disposal actions shall be borne solely by the Transferors themselves. 22.5 The Transferors shall actively assist the Transferee to handle all approval procedures of the Equity Interest Transfer and provide all necessary cooperation. 22.6 The Transferors shall actively assist the Transferee to handle the registration procedures related to the Equity Interest Transfer and agree that they and the Object Company shall provide all necessary cooperation. 22.7 The Transferors shall pursuant to the provisions under this Contract conduct the handover of the Object Company and the Object Equity Interest and the Transferors agree that the assets, lights rights and interests of the Object Company handed over to the Transferee shall not have any loss or damage compared with the assets, rights and interests confirmed by audit and assessment due diligence on the Base Date. 22.8 The Transferors shall procure continuity of the original bank loans of the Object Company listed in the Appendix 4 to this Contract as follows: 22.8.1 Prior to the date of the Equity Interest Transfer, for matters concerning the validity of the Original Bank Loan contracts of the Object Company, the amount of the loans, the terms of the loans, the deadline of repayment and the terms of extension of the loans, the Transferors shall not commit any act adverse to the interest of the Object Company after the Equity Interest Transfer is completed. 22.8.2 The Transferors agree that, the finance amount, loan terms, repayment time period, extension terms and all other conditions promised to the Object Company by the lending banks of the Original Bank Loans prior to the Base Date of the Equity Interest Transfer, shall not have any change adverse to the Object Company prior to the date of the Equity Interest Transfer and Delivery Date. 22.8.3 The Transferors and the Transferee shall make joint efforts to coordinate with the related lending banks on succession of the Original Bank Loans of the Object Company. Procurement of the said consent and confirmation from the lending banks is a precondition for the Transferee to remit the Purchase Price pursuant to Article 7.2 to the Provisional Foreign Capital Account of this Contract. 22.8.4 In accordance with the provisions of Articles 22.8.2 and 22.8.3 of this Contract, the Transferors shall provide-relevant guarantees on the Original Bank Loans to the satisfaction of the lending banks after the Equity Interest Transfer, and the Transferors shall procure consent and confirmation from the lending banks that the relevant loans and loan rights shall remain available to the Object Company after the-Equity Interest Transfer is completed. 22.9 The Transferors shall procure that the guarantees of the Original Bank Loans of the Object Company shall continue to be fulfilled by the original guarantor after the Equity Interest Transfer is completed. Upon execution of this Contract, the Transferors shall provide the letter of commitment issued by the original guarantor of the Original Bank Loans of the Object Company that the said guarantor will continue to fulfill the guarantees pursuant to the original terms and conditions. Such letter of commitment is attached to this Contract as Appendix 87. 22.10 If the original guarantor of the Original Bank Loans of the Object Company or the Transferors comply with Articles 21.8.4 and 21.9 of this Contract and provide the guarantees of the Original Bank Loans of the Object Company upon completion of the Equity TransferCompany, the Transferee shall pay the guarantee cost pursuant to the following terms to the original guarantor or the Transferors: seventy-five prior to the payment of performance deposit specified in Article 8.3, the Transferee shall pay 75% of the market guarantee cost (3% of the performance deposit per year); subsequent to the payment of performance deposit specified in Article 8.3, the Transferee shall pay fifty percent (7550%) of the prevailing guarantee fee rate of the market (i.e., 3% of the guarantee amount per year), that is, 2.251.5% of the guarantee amount per year prior to the payment to the Transferors of the performance deposit as specified in Article 8.3a guarantee; if such payment has been made to the Transferors, and the Transferee shall pay should provide a proportional counter guarantee with equity or assets acknowledged by the guarantee cost at fifty percent (50%) of the prevailing guarantee fee rate of the market (i.e. 3% of the guarantee amount per year), that is, 1.5% of the guarantee amount per yearTransferee. Other items may be negotiated and specified by both parties separately. 22.11 The Transferors shall be responsible for the execution of a Principal Agreement on Power Grid Connection between the Object Company and the power company 22.12 The Transferors shall be responsible for the Object Company obtaining approval on Luohanyuan Water Introduction project involving Jiulongshan National Natural Protection Zone 22.13 The Transferors shall be responsible for the Object Company obtaining the water procurement permit, examination and approval documents for the anti-flood planning in water construction projects 22.14 The Transferors shall guarantee that Zhengjiang Guangsha Hydropower Investment Corporation Limited will obtain the Construction Land Planning Permit, the Construction Land Permit for the Object Company’s hydropower station as well as the State-owned Land Use Right Certificate for the 7.2874 acres land (as finally approved) for phase one of the hydropower project. 22.15 The Transferors shall guarantee that Zhengjiang Guangsha Hydropower Investment Corporation Limited will obtain the State-owned Land Use Right Certificate for 122.2318 acres of land for phase two of the hydropower station (as finally approved).. 22.16 The Transferors shall give timely written notice to Transferee when they come into knowledge of any acts, events or conditions which may make the Contract impossible to be partly or completely fulfilled. 22.17 The Transferors shall be entitled to receive and accept the Purchase Price pursuant to the provisions of this Contract. 22.18 The Transferors shall be jointly and severally liable for the obligations, representations, statements and warranties of each Transferor under this Contract.