Equipment Procurement Contract for WTGS Tower for Guodian Weichang Huayu Wind Power Project (Phase I Project) by and between Guodian Huabei Electrical Engineering Co., Ltd. and Liaoning Creative Wind Power Equipment Co., Ltd., dated March 16, 2011

11

“Performance Acceptance Tests” aims to test and verify performance safety values in the technical agreement under this contract upon the technical agreement.

12

“Performance Acceptance” refers to such a fact that Buyer checks and accepts contract equipments when performance acceptance test results indicate that all safety values have been required upon technical agreement under this contract.

13

“Final Acceptance” refers to acceptance conducted by Buyer on quality of contract equipments after warranty period.

14

“Date” refers to the date in the Gregorian calendar. Day refers to 24 hours and week refers to 7 days.

15

“Electric Field” refers to GUODIAN WEICHANG HUAYU WIND POWER PROJECT (PHASE-I PROJECT).

16

“Technical Service” refers to services provided by Seller, including relevant technical instructions, technical coordination, technical trainings and other services in connection with assembly, debugging, test runs, acceptance tests, trainings and maintenance.

17

“On-site” refers to the construction site of GUODIAN WEICHANG HUAYU WIND POWER PROJECT (PHASE-I PROJECT), the location where contract equipments to Buyer are installed.

18

“Equipment Spare Parts” refer to required spare parts applied to installation and debugging.

19

“Spare Parts” refer to provided spare parts under this contract, including equipment spare parts and required spare parts in accordance with actual operation requirements.

20

“Test Runs” refer to such a fact that the whole machine is in commissioning during the period of debugging and tests.

21

“Set” refers to a complete set of wind power generating set and its auxiliary equipments.

22

“Written Documents” refer to documents written by hand, typed or printed with seal and/or signature of legal person or its authorized representative.

23

“Subcontractor” refers to the other legal person (or its acceptor/authorized assignee) to whom Seller subcontract any part of contract equipments in the scope of supply.

24

“Final Delivery” refers to such a fact that total price of delivered contract equipments amounts to 98% of contract price, and the rest non-delivery equipments do not affect installation, debugging, performance acceptance tests of the whole set of equipments.

25

“Deficiency” refers to such a fact that contract equipments (including parts, raw materials, castings, forgings and components) do not meet performance requirements and quality standards under this contract due to design, manufacturing error or negligence.

26

“Supervision Representative” refers to the personnel which dispatched by Buyer or its authorized supervision unit for the fake of supervision of contract equipments.

27

“Freight/Extra Fees” refer to freight (Highway/Waterway/Roadway/Airway) incurred from Seller’s origin station (abroad) to on-site (abroad), insurance fee and fees incurred during the period of transportation.

28

“Warranty Period” refers to the term of this period of 1 year beginning on the day when the tower passes 240-hour test run and the performance of contract equipments meet the requirements of this contract; or it begins on the day when the final delivery is finished (upon the signing of final acceptance certificate), and the term is 36 months. Precedent date controls.

1.1

1.2

1.3

1.4

1.5

1.6

1.7

2

2.1

2.2

2.3

3

3.1

3.2

3.3

3.4

5.1

The due date and the delivery order of contract equipments shall meet the requirements of equipment installation schedule and procedures. Besides, it is also required to guarantee the on-time delivery and equipment completeness.

5.2

Delivery time, transportation mode and place of delivery

5.2.1

Delivery Time: Set forth in the technical agreement

5.2.2

Transportation Mode: Automobile Transportation or Railway Transportation

The Seller shall take it into thorough consideration that all risks and expenses incurred in connection with the transportation mode chosen by the Buyer for the sake of on-time delivery when the delivery is probably to be delayed for the reason that the transportation mode and the transportation route chosen by Seller. The Buyer will not make an adjustment of the transportation expenses and insurance expenses incurred in connection with contract equipments no matter which transportation mode and transportation route the Seller chooses.

5.2.3

Place of Delivery: Designated place (chosen by Party A) in the wind field (Sweep)

Before the contract equipments are delivered to the place of delivery, the Seller shall take overall responsibility for the transportation and its subsequent problems. Unpacking and accepting is considered as handover, and the Seller shall propose precautions on the maintenance of components. Before contract equipments is taken over by the Buyer formally, the Seller shall bear all the expenses and risks incurred in connection with contract equipments.

5.2.4

Consignee: Guodian Chengde Huayu New Energy Co., Ltd.

5.3

Requirements of Shipping and Delivery

5.3.1

Within 30 days after the effective date of the contract, the Seller shall inform the Buyer of equipment name, weight and volume, and provide the Buyer with preliminary delivery schedule, master list of goods and master packing list. 1 day before each shipment effected, the Seller shall inform the Buyer by fax or email of each item under the subsection 5.3.4.

5.3.2

The date on the receiving note shall be deemed as the actual delivery time of each shipment of the contract equipments. The delivery time agreed by both parties through all means and the actual delivery time are deemed as the supporting evidence for calculation of penalty for delayed delivery under the subsection 10.9.

5.3.3

The Seller shall take responsibility for application of cargo transportation to freight department, and the transportation of contract equipments from the Seller to the place of delivery on site.

5.3.4

Within 24 hours after each shipment effected, the Seller shall inform the Buyer by fax and e-mail of the following information contained in “Consignment Notice”, “List of Goods” and “Detailed Packing List”:

5.3.5

The Seller shall provide reasonable formats of “Consignment Notice”, “List of Goods” and “Detailed Packing List”, the Buyer could adopt them after confirmation.

5.3.6

Equipments which are not listed in the contract and the technical agreement shall be delivered in accordance with installation schedule.

5.3.7

The Buyer has right to dispatch its authorized representatives to Seller’s factory and loading station for inspection and supervision on external condition and loading condition. The Seller shall inform the Buyer of the date of shipment in written 10 days ahead. If Buyer’s representatives cannot conduct the inspection on time, the Seller has right to dispatch equipments. The above-mentioned Buyer’s inspection and supervision do not waive Seller’s responsibilities.

5.3.8

The Seller shall strictly abide by terms and regulations of the contract to deliver contract equipments to the designated place of delivery. If the Seller is required to deliver the equipments at the request of the Buyer, the Seller shall assist and cooperate with the Buyer to the best of its ability. However, it is required that the Buyer shall inform the Seller in advance, so that the Seller could meet the requirements of delivery with enough time for production and transportation. The Buyer shall make allowance for the Seller if the Seller fails to meet the requirements of advanced delivery due to production cycle of equipments and transportation matters. The Buyer is also required to make payment to the Seller in line with actual time of delivery.

5.3.9

Despite time of delivery regulated by the contract or agreed by both parties beforehand, the Buyer requires the Seller to delay the delivery for some reason. The Seller shall preserve contract equipments in its storehouse for 3 months for free. If exceeds 3 months, the Buyer shall pay for storage costs.

5.4

On-site Delivery and Unpacking and Accepting

5.4.1

When each shipment of contract equipments arrives, authorized representatives dispatched by both parties shall come to construction site to take stock. After confirming the external package of equipments is in good condition, Buyer’s authorized representative and Seller’s on-site representative shall sign the receiving note, which is signed in 2 original copies, one for the Buyer and one for the Seller

5.4.2

If the external package is damaged during the process of transportation, Buyer’s authorized representative, together with Seller’s on-site representative, shall inspect equipments or components whose packages are damaged. If equipments or components prove to be in good condition, the receiving note shall be signed by both parties. In the event of damages or losses, the Seller shall inform insurance company and freight department, as well as redeliver the required goods.

5.4.3

After receiving each shipment of contract equipments, the Buyer shall inform the Seller of mutual on-site unpacking acceptance within a period of time. Provided any of equipments and technical documentation is not found missing, damage or in shortage after Buyer’s receipt, Buyer’s authorized representative and Seller’s on-site representative shall sign the inspection certificate, which is signed in 4 original copies, two for the Buyer and two for the Seller.

5.4.4

When unpacking and accepting imported supplementary equipments which are delivered directly on site, Seller’s on-site representative shall provide the Buyer with 2 copies of commodity inspection certificate issued by Commodity Inspection Bureau for imported supplementary equipments. Meanwhile, the Seller shall guarantee all the imported equipments in compliance with national standards on imported equipments.

5.4.5

If equipments or components are lost or damaged due to package damages, the Buyer and the Seller shall confer on remedies, from which expenses shall be borne by responsible party. Inspection certificate shall be signed thereon.

5.4.6

If the delivered equipments are not in conformity with actual delivery list, all matters shall be settled through consultation by both parties. When the circumstances are particularly wicked, the Buyer has right to refuse. Inspection certificate shall be signed only upon problem solving.

5.5

No matter when equipments are found losses, in shortage or damages, the Seller shall deliver the replaced or supplemental equipments to the Buyer’s construction site as soon as possible (Specific time is determined through consultation by both parties).

5.6

During the period of installation, debugging and warranty, both parties confirm that contract equipments (or components) are damaged or latent defects exist due to Seller’s fault or negligence, and the Buyer has to exert inventory spare parts to replace damaged equipments or components, the Seller shall take overall responsibility for supplementation of spare parts to the designed place for free within 15 days, and inform the Buyer of inspection.

5.7

Technical documents for the Buyer and its quantity and type of delivery

The Seller shall provide the Buyer with technical documents in connection with electric design, supervision, construction, debugging, tests, inspection, training, operation and maintenance pursuant to technical agreement. Technical documents shall be provided for each set of unit according to technical agreement, and Unit Set No. shall be indicated.

Main box: (1) Packing List in 3 copies; (2) Shipping List in 3 copies. Each packaging box is attached with detailed packing lists (indicating component name, quantity, measurement, type and figure No.), verification of conformity (including qualification certificates of pressure vessel issued by national approved examination organizations). Each packaging box of bought-in component is attached with product qualification certificate (1 copy), technical specification (1 copy) and certificate of origin (1 copy).

5.7.1

After contract signing, the Seller shall provide the Buyer with technical documents (12 sets of paper documents and 3 sets of discs) and delivery schedule pursuant to technical agreement under this contract. If the quantity mentioned in the technical agreement is different from the quantity in this clause, this clause controls.

5.7.2

Within 24 hours after completion of each shipment of technical documents, the Seller shall inform the Buyer by fax of shipment date, tracking number, detailed list, quantity, serial number and contract number.

5.7.3

All documents shall be mailed by EMS to the designated place (The detailed address is undetermined.). Postmark date of distribution post shall be deemed as date of delivery, which for calculation of penalty for delayed delivery under the subsection 10.10.

5.7.4

Provided any of the delivered technical documentation be found missing, damage or in shortage after the Buyer's receipt, the Buyer shall advise the Seller as soon as possible and the Seller shall supplement the same without any charges within 7 days (3 days for emergency) after being notified by the Buyer.

5.7.5

Delivered Address

North China Power Engineering Co., Ltd.

Address: No. A-24, Huangsi Avenue, Xicheng District, Beijing

Postal Code: 100120

Consignee: Lin Chuan

Tel: 010-59385365

Fax: 010-82281887

E-mail:

6.1

Packages of delivered contract equipments supplied by the Seller shall meet requirements on packing and warning marking issued by government and freight department. It is required to apply strong package fit for long-distance transportation, repeated handling and loading and unloading, for the reason that contract equipments can be guaranteed to be delivered to the site safely without any damages. The Seller shall guarantee that equipments to be delivered get well packaged in reasonable measurement and weight to the storage site in avoidance of damages and invasion of rain and moisture during the period of transportation. Packages of equipments are fit for outdoor storage (otherwise specified in the contract) and provide equipments from environmental affects due to transportation modes during the period of transportation.

6.2

Packages shall be kept in good condition during the period of transportation and loading & unloading. It is suggested to take damping and anti-whip measures. If package cannot prevent equipments from damages due to vertical acceleration and horizontal acceleration, the Seller shall solve this problem in terms of design structure of equipments.

6.3

Contract equipments shall be well painted by Seller so as to meet the requirements of long-distance marine and land transportation, hoisting, unloading, long-term outside storage and actual operation. It is applicable to prevent from damages caused by rain and snow, moisture, rust, corrosion, vibration and other mechanical and chemical factors.

6.4

In order to guarantee equipments can be delivered to the site without any damages or corrosion, the Seller shall make contract equipments strong-packaged and take reasonable measures to prevent them from damages caused by moisture, rain, rust, corrosion, vibration and other factors according to different requirements of equipments and different characteristics, so that equipments can be suitable for repeated handing, loading, unloading and long-term marine & inland transportation. Wood packages shall be against insects and moulds. As to equipments packed by wood cases, the Seller shall submit supporting materials issued by authority of exporting place, indicating that packages have been well treated through above-mentioned methods.

6.5

When there are two different cargos in one case, the names and numbers of major cargos must be clearly indicated on. For unpacked equipments, the contract number, shipping mark and product name shall be indicated on their metal tags.

The Seller shall pack the contract goods according to their different shapes and characteristics, and protect equipments from damp, rain, mould, rust, corrosion, inversion and shock, etc. respectively according to their characteristics as required, in order to guarantee that the contract goods safely be transported to installation site without any damage or corrosion.

Before the product packaging, the Seller is responsible to check and clear as per sets, and ensure the components all in readiness without foreign matter left.

The following documents shall be enclosed to each container of relevant equipments:

(1) Detailed packing list in three (3) copies (One (1) enclosed to the external part of each container);

(2) Quality certificate of manufacturer;

(3) System erection drawings of equipments to be erected in four (4) copies.

6.6

The part numbers and component numbers on the erection drawing of all loss parts inside the container and bundle shall be clearly indicated, with the method and typeface fastness. The Buyer accepts no manuscript marks.

6.7

The Seller shall paint the following visible Chinese characters on four sides of each container, with colorfast paints or other methods. The signing methods and typeface shall be fastness:

(1) Contract number, project name;

(2) Destination station, delivery station;

(3) Name of supplier and consignee;

(4) Cargo name, unit number, drawing number;

(5) Container number/ part number;

(6) Gross weight/ net weight (Kg);

(7) Volume (Length x width x height, in mm) etc.

For any good weighted two tons or more, the gravity center position and lifting point shall be indicated on the side of container with common transport signs and patterns, for convenient loading and unloading and transport.

7.1

The overall content of technical service and design liaison

The Seller shall provide the overall process of services of technical guidance, cooperation and training, etc. which are corresponding to engineering design, equipment supervision, manufacture, inspection, civil engineering, erection, debugging, acceptance, performance acceptance test, operation, overhaul, etc. which are relevant to the cargo in the contract.

7.2

Technical service

7.2.1

The Seller shall dispatch at his own expenses a representative to stay at the site to carry out the technical service and instruct the Buyer to install, debug by steps and start according to the technical information of the Seller, and bear the responsibility of timely solving the problems relevant to manufacturing quality, performance, etc. which are found when the cargo in the contract is installed and debugged. If the Seller does not carry out the technical service in time, the Buyer has the right to get the corresponding service in other ways and shall deduct the relevant expenses from any money paid by the Seller. If the Seller agrees, the Buyer need not go through any law or administrative formality when the money is detained.

7.2.2

According to the requirement of “a technical protocol”, the implemented organizational plan of the service work as stipulated in the Article 7.1 and the Article 7.2.1 of the contract is submitted by the Seller to the Buyer in duplicate.

7.2.3

The Seller shall dispatch the technical personnel who have practical experience and are qualified for the job to the site to carry out the service. The names of the technical personnel dispatched by the Seller to the site to carry out the service are submitted to the Buyer and confirmed within a month before the site equipment is installed.

7.2.4

The Buyer has the right to replace the unqualified site service personnel of the Seller. The Seller shall dispatch the service personnel approved by the Buyer again. The Seller does not reply the requirement made by the Buyer in the written form within 10 days, which is considered to be the delay of the construction period according to Article 10.11.

7.2.5

The expenses of food, lodging, traffic, work, communications, etc. of the Seller’s service personnel to the site shall be borne by the Seller. However, the Buyer provides convenience.

7.4.7

The expense of the design liaison meeting held by the Buyer is paid by the Buyer while the local food, lodging, traffic, communication expenses of the Seller’s personnel participating in the meeting are paid by the Seller.

7.5

Others

7.5.1

The Buyer has the right to send all the materials which are relevant to the cargo in the contract and are provided by the Seller to every party relevant to the project, which is considered not to be right infringement, but all the materials are not provided for the third party irrelevant to the project.

7.5.2

Both parties bear the obligations to keep Buyer’s and Seller’s materials stamped with “confidential document” confidential.

7.5.3

The Seller is responsible for all the problems relevant to the contract, concerning cargo supply, equipment, tools, materials, technical interfaces, technical service, etc. (including subcontracting and outsourcing)

7.5.4

The Seller bears the obligations to provide the technical interfaces and cooperation for other equipment and device which are connected with the cargo of the contract without the incurrence of any expense beyond the range of contracted price.

7.6

The concrete requirements of the technical service and liaison are seen in the “technical protocol” of the contract.

8.1

Supervision

8.1.1

The design, the manufacture and the inspection standard shall conform to the relevant provisions of the “technical protocol”.

8.1.2

The Buyer shall entrust a supervision unit with a supervision qualification to supervise equipment or the cargo in the contract, understand the assembly, the inspection, the test and the packaging quality of the equipment and sign. The standards of supervision and inspection are the corresponding standards listed in the “technical protocol”. The Seller bears the obligations of cooperative supervision and provides the necessary working condition for supervisors, and the corresponding materials and standards are timely provided for reference and are copied if necessary, without the incurrence of any expense.

8.1.3

The supervision range and the concrete supervision and inspection/project witness are seen in the “technical protocol” of the contract.

8.1.4

The Seller shall provide the supervision and the inspection of a supervision representative and a factory representative with the following materials:

(1) The quality inspection materials of qualification certificates of raw materials and product inspection are provided in order to accept quality inspection.

(2) The production plan of a complete set of equipment is provided during the commissioning test run of every set of contract cargo.

(3) The supervision contents and the inspection time of the equipment are provided seven days in advance.

(4) The relevant standard to the inspection of the contract cargo (including factory standard), drawings, documentation, inspection records (including intermediate inspection records and inconsistent reports) and the relevant documents stipulated in the “technical protocol” are provided for reference and are copied if necessary.

(5) The supervision and the inspection/the witness (generally on-site witness) shall be fully combined with the practical productive process of the Seller’s factory under the precondition that the normal productive progress of the factory is not influenced (excluding shutdown inspection at the time of finding the major problems).

If the supervision representative shall not reach the site in time according to the notice time of the Seller, the test work of the Seller’s factory can be carried out normally, and the test result is effective. However, the supervision representative has the right to understand, look up and copy the inspection test report and result (changed into document witness) after the test is finished. If the Seller shall not timely inform the supervision representative to carry out independent inspection, the Buyer may not accept the test result. The Seller shall do the test again in the situation that the Buyer is on the site.

8.1.5

The supervision representative shall have the right to put forward their opinions and does not sign temporarily in case they find that the equipment and the materials have quality problems or do not comply with the specified standard or packaging requirement during the supervision, and the Seller shall take the relevant improvement measures so as to ensure the quality of the delivered cargo.

8.1.6

Whatever the supervision representative requires and knows or not, the Seller bears the obligations to actively and timely raise the greater problem of quality defect, which is found in the manufacturing course of the contract cargo, to the supervision representative and does not conceal the fact. The Seller shall not deal personally under the condition that the supervision unit does not know the fact.

8.2.13

The time of repairing or changing the cargo or parts in the contract varies for the Buyer’s reason and is fixed by the consultation of both parties based on the principle that the construction schedule of power plants is not influenced

8.2.14

Every acceptance in the above-mentioned 8.2.4 to 8.2.13 is only site acceptance after the cargo is delivered to the site. Although no problems exist, the Seller shall change or repair according to requirements, which cannot relieve the Seller of his responsibility of quality insurance according to the stipulations of Section 10 and the “technical protocol” of the contract.

9.1

The contract cargo is installed, debugged, operated and maintained by the Buyer according to technical data, inspection standards, drawings and instructions which are provided by the Seller. Installation and debugging are carried out under the guidance of the Seller’s site technical service personnel. The important working procedures are signed by the Seller’s site technical service personnel and then are confirmed.

In the process of installation and debugging, if the Buyer does not conform to the stipulations of the technical data of the Seller and the guidance of the Seller’s site technical service personnel, without confirmation through the signature of the Seller’s site technical service personnel, the Buyer bears the responsibility (excluding equipment problem). If the Buyer conforms to the stipulations of the technical data of the Seller and the guidance of the Seller’s site technical service personnel, with the confirmation through the signature of the Seller’s site technical service personnel, the Seller bears the responsibility.

9.2

Before installation，the Seller’s technical personnel shall explain installation methods and requirements. In the installation process, the Seller’s technical personnel shall give technical guidance and supervisory service to installation work and participate in the inspection and test of the installation quality of the contract cargo to satisfy the requirement of ensuring index and safe and stable operation.

9.3

After every set of the contract cargo is installed, the installation work is checked and confirmed by the representatives of both parties. The Seller shall dispatch the personnel to participate in and instruct debugging, and the equipment problem appearing during the debugging shall be solved. The needed time shall meet the requirement of on-site installation, or it is considered to be the delay of construction period according to Article 10.11 of the contract.

9.4

After installation, debugging and acceptance are finished, both parties sign a certificate of installation, debugging and acceptance in duplicate, and each party shall hold one copy. However, the certificate shall not relieve the Seller of his responsibilities of performance acceptance test, guarantee period and the inconsistence of technical performance and assurance with the stipulations of the contract.

The installation, debugging and acceptance of the contract cargo are carried out according to the relevant requirement of the “technical protocol”.

9.5

The performance acceptance test is carried out within six months (excluding downtime) after all the equipment of the set runs steadily and a wind turbine set runs continuously and steadily for 240 hours. If the performance acceptance test is not carried out according to the plan for the Seller’s reason, the test time is extended accordingly.

The purpose of the performance acceptance test is to check whether the contract cargo reach every technical index and assurance index or not. The performance acceptance test is in the charge of the Buyer and is participated in by the Seller.

After the performance acceptance test is finished, and the contract cargo reaches every performance guarantee value index stipulated by the “technical protocol” of the contract, the Buyer shall sign a contract cargo performance acceptance certificate countersigned by the Seller in duplicate within 10 days, and each party holds one copy respectively.

9.6

If the contract cargo does not reach one or more guarantee indexes stipulated by the “technical protocol” of the contract, the contract cargo is transacted according to Article 9.8 and Article 10.7 of the contract.

9.7

If the contract cargo has individual tiny flaws under the conditions that the safe and reliable running of the contract cargo is not influenced, the Buyer shall agree to sign the performance acceptance certificate after the Seller freely repairs the above-mentioned flaws in the agreed time of both parties.

9.8

If the first performance acceptance test does not reach one or more guarantee values stipulated by the “technical protocol” of the contract, both parties shall analyze the reasons and clarify the responsibility. One of the responsible parties takes the measures, and the second performance acceptance test shall be carried out within 2 months after the performance acceptance test is finished.

P=ah+M+cm

P represents total expense (yuan)

a represents labor cost ( yuan/hour per person)

h represents manhour ( hour person)

M represents material expense (yuan)

c represents machine-team number ( machine team)

m represents machine-team number per equipment ( yuan/machine team)

9.13

The responsibility of the loss of or the damage to every set of contract cargo lies in the Buyer or the Seller, the Seller delivers the replaced or supplemented equipment with loss or damage (within 10 days) to confirm which party bears the expense of the above-mentioned equipment.

9.14

During the life of the contract cargo, the Seller stops or shall not manufacture some spare parts and shall recommend the upgraded spare parts and the substitute products of the spare parts to the Buyer. However, if there is no upgraded spare parts and substitute products, the Seller has the obligations to inform the Buyer in advance so that the Buyer has enough time to order needed spare parts from the Buyer for the last time. The Seller has the obligations to freely provide the drawings, sample plates, tools, moulds, technical instructions, etc. of these spare parts so that the Buyer shall manufacture the needed spare parts for the contract cargo. The Buyer manufactures the spare parts, which is not considered to be the infringement of patent right and industrial design right. When the use of the articles is finished, the Buyer shall return all the articles in a reasonable way at the proper time.

9.15

The Seller has the obligations to provide all the new or improved running experience and technology which are relevant to the project and improved data concerning safety within 15 years after the contract takes effect. The Buyer uses the above-mentioned data but shall not infringe because these documentations provided by the Seller does not mention any patent, technical transfer and production permit transfer. However, the Buyer shall not provide the documentations for any third party irrelevant to the project.

10.1

The quality assurance date of every set of contract cargo is one year when a tower carries out the test run for 240 hours with a fan. The performance of the contract equipment complies with the stipulations of the contract or the final acceptance certificate is signed until 36 months after the last batch of equipment sent by the Seller is delivered at the delivery place, which is subject to the earlier date. The concrete contents of the quality assurance date are implemented according to the relevant articles of Section 9 and Section 10 of the contract.

10.2

The Seller ensures that the contract cargo supplied is new, and the technical level is advanced and mature with good quality. The model of the equipment meets the requirements of safety, reliability, economic operation and easy maintenance.

10.3

During the contract execution, if the equipment provided by the Seller has defects and the technical data has errors or the rework and the disuse of the project result from the wrong guidance and negligence of the Seller’s technical personnel, the Seller shall freely replace and repair. If the equipment needs to be replaced, the Seller shall bear all the replacement expenses incurred at the installation site. In an emergency, the Seller shall replace or repair. Under the normal conditions, the replacement or repair date shall not exceed 10 days. For the cargo which is not replaced or repaired within 10 days, the date is agreed with the special permission of the Buyer. Or it is handled according to Article 10.11 of the contract.

The Seller shall entrust the third party approved by the Buyer to repair the damaged cargo at the site (for the Seller’s reason), and all the expenses are borne by the Seller. If the Seller shall avoid the defects of the contract cargo according to the above-mentioned requirements after receiving the Buyer’s notice, the Buyer has the right to take measures to avoid the defects, and the Buyer’s direct expenses incurred are paid by the Seller. The Seller bears the losses incurred during the time.

If the damage of the equipment results from the construction, the installation and the debugging of the Buyer not according to the technical data, the drawings and the instruction which are provided by the Seller and under the guidance of the Seller’s site technical service personnel, the Buyer is in charge of repair and replacement. However, the Seller has the obligations to provide the needed parts and only charge cost expenses. For the urgent parts which the Buyer needs, the Seller shall use the quickest transportation way including a special truck, air transportation, etc. All the expenses are borne by the Buyer.

10.4

After the warranty date of every contract cargo stipulated in the contract is due, the final acceptance certificate of the contract cargo with due warranty period is issued by the Buyer within 15 days and is submitted to the Seller. The condition is that during the time, the Seller shall finish claims and compensation before the warranty period of the Buyer is due. However, the Seller is not in charge of abnormal maintenance, mal-operation and losses caused by the normal abrasion.

The performance bond is released after the quality assurance period of the contract cargo is due. However, if the contract dispute existing at the time shall not be solved, the validity period of the performance bond shall be extended until the above-mentioned dispute is finally solved and all the claims settlements are finished.

If the Seller shall not fulfill the contract and cause losses to the Buyer, the performance bond is paid to the Buyer as a way of compensating the losses.

11.1

11.2

11.3

11.4

11.5

13.1

Without the Buyer's consent, the Seller shall not subcontract the equipments/parts (including outsourcing of main parts) within the scale of this contract. The contents and proportions to be outsourced by the Buyer shall be verified by the Buyer in advance, otherwise subcontract is not allowed.

13.2

 After the Buyer agrees with the contents and proportion of equipments/parts submitted by the Seller to be subcontracted and outsourced within the scope of this contract, the candidates list and qualification documents on subcontractors of this section's equipments/parts and suppliers of outsourcing equipments, shall be submitted to the Buyer. The Buyer shall check documents of subcontractors and outsourcing equipment suppliers submitted by the Seller within one month after receiving them and reply in writing after approval. The Seller shall select the subcontractor and outsourcing equipment supplier from the Buyer's approved list, and inform the Buyer formally in writing.

13.3

The Seller has the independent rights of purchasing materials and equipments. He can use all suitable purchasing methods. As for problems on subcontracting and outsourcing equipments/parts, he shall fully adopts advice and suggestions provided by the Buyer according to actual operating experience and site research and investigation, and supply products that meet both parties' technical requirements at reasonable prices. Special manufacturers such as DEH of gas turbines, etc. shall be confirmed after the Buyer's research.

13.3

The technical services of subcontracting (outsourcing) equipments/parts and technical coordination shall be conducted as per stipulations of sections 7.2.3, 7.5.3, 7.5.4 of this contract.

13.4

The Seller shall undertake all responsibilities of all outsourcing equipments and parts under this contract section. The Seller shall provide to the Buyer complete original certification, instructions and packing list, in addition to customs declaration for imported parts.

13.5

For subcontracting and outsourcing contents, see Technical Agreements of this contract.

14.1

Once this contract comes into force, neither of the parties shall arbitrarily make any unilateral modification to contents (including attachments) of this contract. While either of the parties can provide writing suggestions on amendment, modification, cancel and supplement to contract contents. This kind of suggestion shall be informed to the other party in written form and confirmed through both parties' signatures. The modification and supplement in the executing process of this contract shall be confirmed by both parties' consultation, and form the written official document, which is treated as a component part of this contract, and has the equivalent legal force to this contract.

If the modification has changed the contract price and delivery process, detail instructions related to contract price and delivery date shall be submitted within 14 days after receiving the above-mentioned modification notice. With the agreement between both parties, the modification may come into force in case the legal representatives and commission agents (commission authorized in writing by the legal representative) sign and apply for approval of original contract review unit. The related modified part shall be copied to the related original contract unit.

14.2

If the Seller breaks or refuses to carry out regulations of this contract, the Buyer will inform the Seller in writing. The Seller shall make modifications for the violation or refusal after confirmation, within 14 days after receiving the notice. If 14 days are considered insufficient for modification, propose a modification schedule.

If modification or schedule cannot be obtained, the Buyer will keep part of or all rights of suspending this contract. As for this suspension, the Buyer will not issue change notice, and all payments, losses and claims thus incurred shall be borne by the Seller. If there are other clear regulations on the Seller's compliance in this contract, they shall be handled as per related sections.

14.3

If the Buyer exercises suspending rights, he is entitled not to make the payments for the suspending part at maturity owed to the Seller.

14.4

During the process of contract execution, if this contract cannot be normally executed due to the national plan adjustment, the Seller or Buyer can provide suggestions of suspending the execution or modification of related contract sections to the other party . The associated matters shall be dealt with through both parties' consultation.

14.5

If the Buyer requires for midway return of goods without valid reasons, he shall pay the Seller penalty, which is 10%-30% of the returned equipment price. Besides, he shall pay the Seller direct economic losses beyond the penalty sum thus incurred.

14.6

If the delivery cannot be realized due to the Seller, he shall pay the Buyer penalty, which is 10%-30% of the non-delivery equipment price. Besides, he shall pay the Buyer direct economic loss thus incurred.

14.7.

If the Seller goes bankrupt, changes property rights (taken over, merged, purchased, disintegrated, cancelled) or is unable to repay, or runs his businesses under receivership for the creditor's benefits, the Buyer is entitled to inform the Seller or bankruptcy administrator or the contract owner immediately in written form to terminate the contract, or supply occupations for the bankruptcy administrator, liquidator or the contract owner, to execute part of the contract agreed by the Buyer, according to his given guarantee for reasonable and faithful contract performance

14.8

If the cases considered by Subsection 14.7 of this contract occurs indeed, the Buyer is entitled to take over control of the tasks related to the contract goods from the Buyer, and move out all the designs, drawings, instructions and data related to the contract goods, whose ownership has belonged to the Buyer, from the Seller's site houses within a reasonable time. The Seller shall provide all reasonable convenience for the Buyer's sole discretion, in order that he move out the above mentioned designs, drawings, instructions and data. The Buyer does not undertake obligations to the Seller's losses any incurred directly or indirectly due to the contract termination. Furthermore, both parties shall sign agreements on part of the contract evaluations actually performed by the Seller, and deal with all the consequences caused by early contract termination. This section also answers for the Seller's merger people, combination personnel, purchaser, successor and bankruptcy administrator.

15.1

Force majeure means any unforeseeable events such as natural disasters and hazards (i.e. typhoon, floods, earthquakes, fires and explosions, etc.), wars (whether or not declared), rebellions, unrests, etc. beyond foresight, control or avoidance, which both parties cannot predict while signing agreements, and the occurrence and consequence of which cannot be avoided and controlled by the affected party.

15.2

When the contractual obligations of either of the contract parties are affected due to force majeure events, he shall postpone the deadline of contractual obligation executions, which is equivalent to the event influence time of force majeure. But he cannot adjust the contract price because of the force majeure delay.

15.3

Any party influenced by force majeure shall as soon as possible inform the other party of the events occurred by fax or telegraph, after the force majeure event happens. The certification documents issued by related authorities shall be submitted to the other party for approval within 14 days. The influenced part shall at the same time try to limit the related effects and delays. Once the influences of force majeure are removed, the conditions shall be immediately informed to the other party.

15.4

If both parties evaluate the influence time of force majeure would last for over 120 days, they shall resolve the executive problems (including delivery, installation, adjustment and acceptance payment, etc.) of this contract through friendly consultation.

16.1

All related disputes caused by this contract shall primarily be solved through both parties' friendly consultation. If no agreement can be signed after consultation, it shall be submitted to the superior department for mediation. If not solved yet, both parties will agree either party to submit for arbitration by the arbitration committee regulated by this contract.

16.2

The arbitration authority is Beijing Arbitration Commission.

16.3

The arbitration shall take place in Beijing.

16.4

The arbitral award is final and binding upon both parties. Both parties shall act accordingly.

16.5

Unless otherwise stipulated on the above-mentioned arbitral award, the payments occurred from the above-mentioned process shall be borne by the losing party.

16.6

During the process of arbitration, except the issued arbitral part, other parts of the contract shall continue to be performed.

18.1

The applicable law of this contract is the laws of the People's Republic of China (namely, Contract Law of the People's Republic of China and related laws).

18.2

The attachments included in this contract consist of Technical Agreements, Tender Invitation, Bid Tender, etc., which is an inalienable part of this contract, and has the equivalent legal force to this contract. When the attachments do not comply with contract clause or have vague concepts, all terms shall be subject to the contract clause. If documentation of different time disagree or are vague, all shall be subject to that of later time.

18.3

The contract obligations undertaken by both contract parties shall not exceed the contract regulations. Neither contract party shall make binding declarations, statements, promises or activities to the other party beyond both parties' agreements.

18.4

For the cases not included in this contract, both parties shall make settlement through friendly consultation.

18.5

Neither of the parties shall transfer part of or all rights or obligations under this contract section to the third party, before getting prior consent of the other party.

18.6

Except objections of contract performance, any of the documents and materials under this contract section both parties provide each other shall not be supplied to the third party without relation to "Contract goods" and related engineering.

18.7

The Seller ensures that the contract goods, services and documents used by the Buyer for this contract or any specified use stipulated by part of it, shall not be accused of infringement on patent, trademark or industrial design rights by the third party.

If any third-party infringement allegation occurs, the Buyer shall as soon as possible inform the Seller within 7 days from the above-mentioned allegation. The Seller is obligated to negotiate with the third party, and protect the Buyer from legal and economic damages due to third-party claims.

Both parties shall provide to each other the authorities and personnel who are responsible for the execution of this contract, and respectively deal with the technical and business problems of "This contract's goods". The authorities and personnel of both parties are as follows:

18.8

Any letter notification or request issued by one party to the other, if it is formally written and sent by register, express, telegram, fax or e-mail, will be considered as formally received by the other side, after getting receive confirmation of the other side's personnel or communication facilities.

18.9

The language used by this contract is Chinese. The involved documents such as information, technical materials, instructions, meeting minutes, letters, etc. in process of contract execution are all written in Chinese. Documents such as technical data and instructions of outsourcing import equipments, if any, shall have Chinese versions.

18.10

This contract is in two originals, eight copies; one original respectively for each party, the Buyer with seven copies and the Seller one copy.

Buyer

Seller

Name of unit:

Name of unit:

Guodian Huabei Electrical Engineering Co., Ltd.

Liaoning Creative Wind Power Equipment Co., Ltd.

(Contract Seal)

(Contract Seal)

Legal representative

Legal representative

or authorized representative

or authorized representative

Li Yinan

Su Guodong

Date of signing: Mar. 16th, 2011

Date of signing: Mar. 16th, 2011