This Agreement is entered into on September 24, 2002 by and between Parties listed as follows:

Party A: State Development Investment Corporation
Legal Representative: Wang Wenze
Registered Address: No.7, Fuwai Dajie, Xicheng District, Beijing

Party B: Sinopec Hubei Xinghua Company LTD
Legal Representative: Zheng Guohua
Registered Address: No. 63, Baimiao Road, Jingmen City, Hubei Province

Party C: Gansu Electric Power Construction Investment & Development Company
Legal Representative: Li Ningping
Registered Address: Zi 38, Mid Road, Chengguan District, Lanzhou, Gansu

Party D: Gansu Electric Power Corporation
Legal Representative: Liu Zhao Shao
Registered Address: 306, East Road, Xijin, Lanzhou, Gansu

Party E: China U.S. Power Partners I, Ltd.
Legal Representative: Tan Zhaolin
Registered Address: Clarendon House, Church Street, Hamilton, Bermuda

Recitals

WHEREAS, Party A, Party C, Party D and Party E, as the investors jointly establishing the Jingyuan Second Power Co., Ltd.(hereinafter referred to as ‘Jingyuan Company’), signed the Equity Joint Venture Contract for Jingyuan Company (hereinafter referred to as “Joint Venture Contract”) on July 14, 1995;

WHEREAS, Party A and Party B agree to execute asset exchange, whereupon Party A intends to transfer its holding of 50% of the outstanding shares of Jingyuan Company to Party B. Party A and Party B formally signed the Asset Exchange Agreement dated as of April 28, 2002 and thereupon Party A and Party B entered into Share Transfer Agreement;

WHEREAS, Jingyuan Company took an action without meeting on April 25, 2002, and approved and authorized the foregoing share transfer in written form.

Pursuant to the Company Law of the People’s Republic of China, the Law of the People’s Republic of China on Joint Ventures Using Chinese and Foreign Capital and relevant laws and regulations of the People’s Republic of China, pursuant to the Asset Exchange Agreement entered into by Party A and Party B, and pursuant to Jingyuan Company’s Board resolution, after amicable consultation, Party A, Party B, Party C, Party D and Party E hereby agree to enter into this Supplemental Agreement, which shall be binding upon all Parties, and that the substitution of Party A to the originalJoint Venture Contract for Jingyuan Company shall conform to the terms and conditions as follows:

1.The Parties agree that, in accordance with the Asset Exchange Agreement signed between Party A and Party B, the original Parties, i.e. Party A, Party C, Party D and Party E to the Equity Joint Venture Contract for establishing Jingyuan Company shall be substituted to be Party B, Party C, Party D and Party E.
The 2.1(a) of the original Joint Venture Contract shall be amended to be:
Sinopec Hubei Xinghua Company LTD is a Chinese company duly incorporated and validly existing under the Chinese Law, and registered at Administration of Industry and Commerce with registration number of 4200001000198.
Registered Address: No. 63, Baimiao Road, Jingmen, Hubei
Zip Code: 448002
Facsimile: 86-0724-2216632
Legal Representative: Name: Zheng Guohua
Title:Chairman of Board
Nationality: China

2.The Parties agree that all rights entitled to and obligations taken by Party A under the Joint Venture Contract shall be transferred to Party B. Party B agrees to be bound by the Joint Venture Contract.

3.The shareholders and shareholding percentage thereof after the substitution shall be: Party B holds 50% of all shares; Party C holds 15%; Party D holds 5%; and Party E holds 30%.

4.The Agreement shall be signed in writing by the Parties and shall take effect on the date of approval by the Approving Authority which examined and approved the establishment of Jingyuan Company. If the agreement does not take effect before December 31, 2002, Parties to the Agreement has the right to terminate the Agreement.

5.The Agreement is a supplementary to and an integrated part of the Joint Venture Contract. The Supplemental Agreement has the same legal effectiveness as the Joint Venture Contract. Any issues left uncovered by this Agreement shall be subject to the terms of the Joint Venture Contract. If any conflict of term exists between this Agreement and the Joint Venture Contract, the term of this Agreement shall prevail, while terms of the Joint Venture Contract other than that in conflict shall not be affected.

6.This Agreement shall be written in both Chinese and English versions. Each version shall be original and formal and shall have the same legal effect. Each version has eight originals and each Party shall hold one original of each version.

(HEREUNDER LEFT BLANK INTENTIONALLY)
(No text on this page. This is the first page of the signing and sealing pages for Supplemental Agreement to Equity Joint Venture Contract for Jingyuan Second Power Co., Ltd. )

State Development Investment Corporation

Legal Representative
(or Authorized Representative)

Sinopec Hubei Xinghua Company LTD

Legal Representative
(or Authorized Representative)